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): March 31, 2009

COINSTAR, INC.

(Exact name of registrant as specified in its charter)

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

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-10.5

EX-10.6

EX-10.7

EX-10.8

EX-10.9

EX-99.1

EX-99.2

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

Chief Executive Officer Resignation; Board Resignation; Transition Agreement

Pursuant to a previous announcement, David W. Cole retired from his position as Chief Executive Officer of Coinstar, Inc. (the “Company”) and from the Company’s Board of Directors (the “Board”) as of the end of March 31, 2009. The Company entered into a transition agreement as of March 31, 2009 with Mr. Cole under which he will receive payments totaling $500,000, payable in 24 equal semi-monthly installments beginning April 1, 2009, except that installments that would normally be paid in April 2009 through September 2009 will be accrued without interest and paid in October 2009. For a period of one year after March 31, 2009, Mr. Cole agrees to certain non-solicitation provisions. Mr. Cole also releases the Company against any claims that relate to his employment with the Company. In addition, options for 56,459 shares and 16,855 shares of restricted stock became vested on March 31, 2009, and all of Mr. Cole’s outstanding vested stock options will remain exercisable until June 30, 2010.

The foregoing description of Mr. Cole’s transition agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Chief Financial Officer Resignation; Transition Agreement

On March 31, 2009, Brian V. Turner resigned from his position as Chief Financial Officer of the Company effective as of the end of May 31, 2009. The Company entered into a transition agreement as of March 31, 2009 with Mr. Turner under which Mr. Turner will continue to serve as Chief Financial Officer of the Company until May 31, 2009. The agreement provides that Mr. Turner will be entitled to the following benefits: (i) payments totaling $405,000, payable in 24 equal semi-monthly installments beginning June 1, 2009, except that installments that would normally be paid in June 2009 through December 2009 will be accrued without interest and paid at the first regular payroll date in January 2010; and (ii) a prorated cash bonus consistent with the 2009 executive incentive compensation program (to the extent applicable performance targets are met). In addition, (x) options for 35,510 shares and 11,019 shares of restricted stock will become vested on May 31, 2009; (y) unearned performance-based restricted stock will become vested prorata to the extent applicable performance targets are met; and (z) all of Mr. Turner’s vested stock options will remain outstanding until August 31, 2010. For a period of one year after May 31, 2009, Mr. Turner agrees to certain non-solicitation provisions. Mr. Turner also releases the Company against any claims that relate to his employment with the Company.

The foregoing description of Mr. Turner’s transition agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Chief Executive Officer Appointment; Board Appointment; Amended and Restated Employment Agreement

As previously announced, on August 26, 2008, the Board appointed Paul D. Davis as the Company’s Chief Executive Officer effective as of April 1, 2009, to succeed Mr. Cole. On March 31, 2009, the Board appointed Mr. Davis as a member of the Board effective as of April 1, 2009, filling the vacancy left by Mr. Cole’s retirement.

Prior to becoming the Company’s Chief Executive Officer on April 1, 2009, Mr. Davis, age 52, acted as the Company’s Chief Operating Officer from April 2008 to March 2009. 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.

The Company entered into an amended and restated employment agreement, dated as of April 1, 2009, with Mr. Davis (the “Davis Employment Agreement”). The Davis Employment Agreement amends and restates Mr. Davis’s previous employment agreement, as amended, with the Company, and includes the following material provisions:

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

• Mr. Davis will be paid an annual base salary of $600,000 subject to possible increase at the discretion of the Compensation Committee of the Board (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 will be entitled to participate in fringe benefit programs as provided from time to time.

• Upon termination without cause (as defined in the Davis Employment Agreement), Mr. Davis will be entitled to (i) termination payments equal to 12 months annual base salary; (ii) any unpaid annual base salary that has accrued for services already performed as of the date of termination; (iii) any prorated cash bonus consistent with the existing program for executive officers (provided performance targets applicable for any such bonus are met); and (iv) Company payment of the premium for Mr. Davis’s and Mr. Davis’s spouse’s and dependent children’s COBRA

continuation coverage under the Company’s group health plans for a period of up to 12 months.

As described above, Mr. Davis will be 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 2009 will be 60% of base salary.

The foregoing description of the Davis Employment Agreement is qualified in its entirety by reference to the full text of the Davis Employment Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

President and Chief Operating Officer Appointment; Employment Arrangement

On March 31, 2009, the Board appointed Gregg A. Kaplan as the Company’s President and Chief Operating Officer effective as of April 1, 2009, to succeed Mr. Davis.

Mr. Kaplan, age 39, served as Chief Executive Officer of Redbox Automated Retail, LLC (“Redbox”) from December 2005 to March 31, 2009. Redbox is currently a wholly-owned subsidiary of the Company. Before joining Redbox, Mr. Kaplan was leading the Redbox venture while serving as Senior Director of Strategy for McDonald’s Corporation (a global food service retailer) from September 2002 to November 2005 and as Director of Strategy from July 2001 to August 2002. Before that, Mr. Kaplan was a partner in Divine interVentures (a venture capital group specializing in business-to-business exchanges and infrastructure software opportunities) from 1999 to 2001. Prior to that, Mr. Kaplan served as Director of Interactive Marketing for Streamline.com (a web-based grocery delivery company) from 1996 to 1999. Mr. Kaplan holds a bachelor’s degree from the University of Michigan and a Master of Business Administration degree from the Harvard Business School.

Mr. Kaplan entered into an employment agreement with the Company, dated as of April 1, 2009 (the “Kaplan Employment Agreement”). The Kaplan Employment Agreement includes the following material provisions:

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

• Mr. Kaplan will be paid an annual base salary of $430,000 subject to possible increase at the discretion of the Compensation Committee.

• Mr. Kaplan is eligible for cash bonuses consistent with the existing program for executive officers, if performance targets applicable to such bonuses are met.

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

• Upon termination without cause (as defined in the Kaplan Employment Agreement), Mr. Kaplan will be entitled to (i) termination payments equal to 12 months annual base salary; (ii) any unpaid annual base salary that has accrued for services already performed as of the date of termination; (iii) any prorated cash bonus consistent with the existing program for executive officers (provided performance targets applicable for any such bonus are met); and (iv) Company payment of the premium for Mr. Kaplan’s and Mr. Kaplan’s spouse’s and dependent children’s COBRA continuation coverage under the Company’s group health plans for a period of up to 12 months.

Mr. Kaplan also entered into a Change of Control Agreement, dated as of April 1, 2009 (the “Kaplan Change of Control Agreement”). Pursuant to the terms of the Kaplan Change of Control Agreement, from the date during the Kaplan Change of Control Period on which a change of control (as defined in the Kaplan Change of Control Agreement) occurs until the date Mr. Kaplan is terminated pursuant to the terms of the Kaplan Change of Control Agreement (the “Kaplan Employment Period”), Mr. Kaplan’s authority, duties and responsibilities will be at least reasonably commensurate with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the date of the change of control. During the Kaplan Employment Period, Mr. Kaplan will be entitled to continued compensation and benefits at levels comparable to pre-change of control levels and reimbursement for all reasonable employment expenses. The “Kaplan Change of Control Period” is the period beginning on the date of the Kaplan Change of Control Agreement and ending on the date two years following notice from the Company that this coverage period has terminated.

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

• any accrued but unpaid base salary,

• a pro rata portion of Mr. Kaplan’s annual bonus for the year,

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

• any accrued but unpaid vacation pay, and

• an amount as separation pay equal to Mr. Kaplan’s annual base salary.

As described above, Mr. Kaplan will be eligible for cash bonuses consistent with the existing program for executive officers, if performance targets applicable to such bonuses are met. Mr. Kaplan’s bonus opportunity for 2009 will be 60% of base salary.

In addition, on March 19, 2009, the Compensation Committee approved a stock option grant to Mr. Kaplan to purchase 20,690 shares of the Company’s common stock, 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 continued service. On March 19, 2009, the Compensation Committee approved a grant to Mr. Kaplan of 4,120 shares of time-based restricted stock that will vest over a four-year period, subject to continued service, and a grant of performance-based restricted stock

with a target of 10,310 shares that, to the extent earned based on Company achievement of certain goals, will vest in three equal annual installments, subject to continued service.

The foregoing description of Mr. Kaplan’s employment arrangement is qualified in its entirety by reference to the full text of the Kaplan Employment Agreement and the Kaplan Change of Control Agreement, copies of which are attached as Exhibits 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Chief Financial Officer Appointment; Employment Arrangement

On March 31, 2009, the Board appointed John C. Harvey as the Company’s Chief Financial Officer, effective as of June 1, 2009, to succeed Mr. Turner. Mr. Harvey will continue serving as Redbox’s Chief Financial Officer until he takes over the position of Coinstar’s Chief Financial Officer on June 1, 2009.

Mr. Harvey, age 43, has served as Chief Financial Officer of Redbox Automated Retail, LLC since May 2008. Before joining Redbox, Mr. Harvey served as Executive Vice President and Chief Financial Officer of JetBlue Airways Corporation (a commercial airline) from May 2006 to November 2007, following a promotion from Senior Vice President of Corporate Finance and Treasurer, a position he had held since March 2006. Mr. Harvey served as JetBlue’s Vice President and Treasurer from 1999 to 2003 and then again from 2004 to 2006. Mr. Harvey left JetBlue in September 2003 to join SkyWorks Capital, LLC (an investment banking firm) as a Senior Vice President prior to rejoining JetBlue in January 2004. Prior to JetBlue, Mr. Harvey served as a Vice President and Senior Portfolio Manager of ABN AMRO Bank (an international bank), Senior Director of Corporate Finance at America West Airlines (a commercial airline) and in roles of increasing responsibility in the finance department of Southwest Airlines (a commercial airline). Mr. Harvey started his professional career at Arthur Young & Company, a predecessor company to Ernst & Young LLP (a public accounting firm), as an audit/tax accountant and holds a Bachelor of Business Administration, Accounting degree and a Master in Professional Accounting degree from the University of Texas at Austin. Mr. Harvey is a certified public accountant.

Mr. Harvey entered into an employment agreement with the Company, dated as of June 1, 2009 (the “Harvey Employment Agreement”). The Harvey Employment Agreement includes the following material provisions upon effectiveness:

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

• Mr. Harvey will be paid an annual base salary of $360,000 subject to possible increase at the discretion of the Compensation Committee.

• Mr. Harvey will be eligible for cash bonuses consistent with the existing program for executive officers, if performance targets applicable to such bonuses are met.

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

• Upon termination without cause (as defined in the Harvey Employment Agreement), Mr. Harvey will be entitled to (i) termination payments equal to 12 months annual base salary; (ii) any unpaid annual base salary that has accrued for services already performed as of the date of termination; (iii) any prorated cash bonus consistent with the existing program for executive officers (provided performance targets applicable for any such bonus are met); and (iv) Company payment of the premium for Mr. Harvey’s and Mr. Harvey’s spouse’s and dependent children’s COBRA continuation coverage under the Company’s group health plans for a period of up to 12 months.

Concurrent with the commencement of his employment as Chief Financial Officer of the Company, Mr. Harvey will enter into a Change of Control Agreement dated as of June 1, 2009 (the “Harvey Change of Control Agreement”). Pursuant to the terms of the Harvey Change of Control Agreement, from the date during the Harvey Change of Control Period on which a change of control (as defined in the Harvey Change of Control Agreement) occurs until the date Mr. Harvey is terminated pursuant to the terms of the Harvey Change of Control Agreement (the “Harvey Employment Period”), Mr. Harvey’s authority, duties and responsibilities will be at least reasonably commensurate with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the date of the change of control. During the Harvey Employment Period, Mr. Harvey will be entitled to continued compensation and benefits at levels comparable to pre-change of control levels and reimbursement for all reasonable employment expenses. The “Harvey Change of Control Period” is the period beginning on the date of the Harvey Change of Control Agreement and ending on the date two years following notice from the Company that this coverage period has terminated.

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

• any accrued but unpaid base salary,

• a pro rata portion of Mr. Harvey’s annual bonus for the year,

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

• any accrued but unpaid vacation pay, and

• an amount as separation pay equal to Mr. Harvey’s annual base salary.

As described above, Mr. Harvey will be eligible for cash bonuses consistent with the existing program for executive officers, if performance targets applicable to such bonuses are met. Upon

effectiveness of his appointment to Chief Financial Officer, Mr. Harvey’s bonus opportunity for 2009 will be 60% of base salary.

In connection with Mr. Harvey’s appointment as Chief Financial Officer of Coinstar effective as of June 1, 2009, the Compensation Committee expects to approve a grant of a combination of stock options, time-based restricted stock awards and performance-based restricted stock awards to Mr. Harvey having an aggregate value of $150,000 on the date of grant (with the amount of each type of security to be determined as of such date).

The foregoing description of Mr. Harvey’s employment arrangement is qualified in its entirety by reference to the full text of the Harvey Employment Agreement and the Harvey Change of Control Agreement, copies of which are attached as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Transactions Relating to Messrs. Kaplan and Harvey

Pursuant to a Purchase and Sale Agreement (the “REEIP Purchase Agreement”) dated as of February 26, 2009 between the Company and Redbox Employee Equity Incentive Plan, LLC (the “REEIP”), the Company purchased the outstanding non-voting interests in Redbox held by the REEIP at a closing held on February 26, 2009 (the “Closing”). In connection with the REEIP Purchase Agreement, as a member of the REEIP, Mr. Kaplan received at the Closing 38,167 shares of the Company’s stock valued at $27.7433 per share and is entitled to receive additional consideration by October 30, 2009 in cash and/or shares of the Company’s stock valued between approximately $2.3 million and $2.7 million. In connection with the REEIP Purchase Agreement, as a member of the REEIP, Mr. Harvey received at the Closing 3,029 shares of the Company’s stock valued at $27.7433 per share and is entitled to receive additional consideration by October 30, 2009 in cash and/or shares of the Company’s stock valued between approximately $185,000 and $212,000. In addition, pursuant to the REEIP Purchase Agreement, Mr. Kaplan was entitled to receive an additional payment in cash and/or shares of the Company’s stock valued at up to approximately $2.6 million upon termination of his employment under certain circumstances within one year of the Closing and Mr. Harvey was entitled to receive an additional payment in cash and/or shares of the Company’s stock valued at up to approximately $982,000 upon termination of his employment under certain circumstances within one year of the Closing; however, Mr. Kaplan’s and Mr. Harvey’s rights to receive such additional payments will be terminated pursuant to the letter agreements described below. For additional information relating to the REEIP Purchase Agreement and the transactions discussed herein, see the information set forth in Items 1.01 and 8.01 of the Company’s Current Report on Form 8-K dated February 12, 2009 and the information set forth in Items 3.02 and 8.01 of the Company’s Current Report on Form 8-K dated February 26, 2009, which information is incorporated herein by reference.

The Company entered into a letter agreement with Mr. Kaplan dated as of April 1, 2009 (the “Kaplan Letter Agreement”). Pursuant to the Kaplan Letter Agreement, Mr. Kaplan releases the Company and its subsidiaries (including Redbox) (together, the “Company Parties”) from any claims arising in connection with any agreements, activities or arrangements with or relating to the

Company Parties, except for claims arising after the date of the Kaplan Letter Agreement. In addition, the Kaplan Letter Agreement confirms that the Compensation Committee has granted Mr. Kaplan cash payments to be made on the following dates subject to continuous employment with the Company: (a) through February 26, 2010, $1,667,979; (b) through February 26, 2011, $588,698; and (c) through February 26, 2012, $294,349 ((a), (b) and (c), collectively, the “Kaplan Cash Incentive”), except that the Kaplan Cash Incentive will fully vest and be payable without regard to his continued employment by the Company if the Company terminates Mr. Kaplan’s employment other than for “cause” (as defined in the Kaplan Employment Agreement) or Mr. Kaplan terminates his employment for “good reason” (as defined in the Kaplan Change of Control Agreement) before February 26, 2010. The Kaplan Letter Agreement also confirms that the Compensation Committee has granted Mr. Kaplan a stock option to purchase 92,053 shares of the Company’s common stock, 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, except that the option will become fully vested and exercisable if the Company terminates his employment other than for cause or Mr. Kaplan terminates his employment for good reason before February 26, 2010.

The Company entered into a letter agreement with Mr. Harvey dated as of April 1, 2009 (the “Harvey Letter Agreement”). Pursuant to the Harvey Letter Agreement, Mr. Harvey releases the Company Parties from any claims arising in connection with any agreements, activities or arrangements with or relating to the Company Parties, except for claims arising after the date of the Harvey Letter Agreement. In addition, the Harvey Letter Agreement confirms that the Compensation Committee has granted Mr. Harvey cash payments to be made on the following dates subject to continuous employment with the Company: (a) through February 26, 2010, $327,055; (b) through February 26, 2011, $327,055; and (c) through February 26, 2012, $327,055 ((a), (b) and (c), collectively, the “Harvey Cash Incentive”), except that the Harvey Cash Incentive will fully vest and be payable without regard to his continued employment by the Company if the Company terminates Mr. Harvey ‘s employment other than for “cause” (as defined in the Harvey Employment Agreement) or Mr. Harvey terminates his employment for “good reason” (as defined in the Harvey Change of Control Agreement) before February 26, 2010. The Harvey Letter Agreement also confirms that the Compensation Committee has granted Mr. Harvey a stock option to purchase 18,050 shares of the Company’s common stock, 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, except that the option will become fully vested and exercisable if the Company terminates his employment other than for cause or Mr. Harvey terminates his employment for good reason before February 26, 2010.

The foregoing descriptions of the Kaplan Letter Agreement and the Harvey Letter Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached as Exhibits 10.8 and 10.9, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

In December 2005, the Company entered into an agency agreement with Redbox for a four-year term ending in December 2009. Under the agreement, Redbox engaged the Company as its exclusive broker within the United States to market and negotiate the sale and licensing of Redbox kiosks at grocery chains (with some exceptions based upon Redbox’s previously existing relationships with several grocery chains), drug stores, mass retailers and warehouse clubs. Each

quarter, the agreement obligates Redbox to pay the Company a percentage of the net revenues received from the rental and sale of DVDs from each kiosk covered by the agreement (i.e., revenues minus applicable taxes, chargebacks, discounts, costs associated with the sale of DVDs, declined transactions and refunds). Redbox made total revenue sharing payments to the Company of $5.26 million in 2008 and of $1.80 million from January 1, 2009 to February 28, 2009.

In May 2007, Redbox issued a promissory note (the “Company Note”) to the Company in the principal amount of $10 million. The note has a three-year term, with no payments due during the first two years. In May 2009, if the note has not already been pre-paid in full, Redbox will be required to pay all accrued and unpaid interest under the note as of that date. Beginning in May 2009, Redbox will be required to make an interest payment on the first day of each three-month period following such date, with a final payment equal to the outstanding principal amount and all accrued and unpaid interest due and payable in May 2010. The note bears interest at a daily compounded rate equal to an annualized rate of approximately 11%. The note is pre-payable at any time with prior notice, subject to certain pre-payment fees. Redbox has made no payments to the Company under the Company Note, which currently remains outstanding.

On February 26, 2009, in connection with the closing of the Purchase and Sale Agreement with GetAMovie Inc. (“GAM”), the Company acquired right, title, and interest to a promissory note (the “GAM Note”) in the principal amount of $10 million issued to GAM by Redbox in May 2007 on substantially the same terms as the Company Note. Redbox has made no payments to GAM or the Company under the GAM Note, which currently remains outstanding.

Copies of the press releases announcing, among other things, the management changes described herein are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
10.1	Transition Agreement between Coinstar, Inc. and David W. Cole dated as of March 31, 2009
10.2	Transition Agreement between Coinstar, Inc. and Brian V. Turner dated as of March 31, 2009
10.3	Amended and Restated Employment Agreement, dated as of April 1, 2009, between Coinstar, Inc. and Paul D. Davis
10.4	Employment Agreement, dated as of April 1, 2009, between Coinstar, Inc. and Gregg A. Kaplan
10.5	Change of Control Agreement, dated as of April 1, 2009, between Coinstar, Inc. and Gregg A. Kaplan
10.6	Employment Agreement, dated as of June 1, 2009, between Coinstar, Inc. and John C. Harvey

Exhibit No.	Description
10.7	Form of Change of Control Agreement between Coinstar, Inc. and John C. Harvey
10.8	Letter Agreement, dated as of April 1, 2009, between Coinstar, Inc. and Gregg A. Kaplan
10.9	Letter Agreement, dated as of April 1, 2009, between Coinstar, Inc. and John C. Harvey
99.1	Press release dated April 6, 2009
99.2	Press release dated April 6, 2009

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.
Date: April 6, 2009	By:	/s/ Donald R. Rench
		Donald R. Rench
		General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Transition Agreement between Coinstar, Inc. and David W. Cole dated as of March 31, 2009
10.2	Transition Agreement between Coinstar, Inc. and Brian V. Turner dated as of March 31, 2009
10.3	Amended and Restated Employment Agreement, dated as of April 1, 2009, between Coinstar, Inc. and Paul D. Davis
10.4	Employment Agreement, dated as of April 1, 2009, between Coinstar, Inc. and Gregg A. Kaplan
10.5	Change of Control Agreement, dated as of April 1, 2009, between Coinstar, Inc. and Gregg A. Kaplan
10.6	Employment Agreement, dated as of June 1, 2009, between Coinstar, Inc. and John C. Harvey
10.7	Form of Change of Control Agreement between Coinstar, Inc. and John C. Harvey
10.8	Letter Agreement, dated as of April 1, 2009, between Coinstar, Inc. and Gregg A. Kaplan
10.9	Letter Agreement, dated as of April 1, 2009, between Coinstar, Inc. and John C. Harvey
99.1	Press release dated April 6, 2009
99.2	Press release dated April 6, 2009

EX-10.1

Exhibit 10.1

TRANSITION AGREEMENT

     THIS TRANSITION AGREEMENT (the “Agreement”) is entered into by and between David W. Cole (“Mr. Cole”) and Coinstar, Inc., a Delaware corporation (“Company” or “Employer”) as of March 31, 2009. Mr. Cole has voluntarily resigned from his position as Chief Executive Officer of the Company. This resignation is effective March 31, 2009 (“Resignation Date”).

1. TRANSITION PAYMENTS & BENEFITS

     Mr. Cole will be paid a total of Five Hundred Thousand Dollars ($500,000.00), less all applicable deductions and tax withholdings. Payment shall be made to Mr. Cole in twenty-four (24) substantially equal semi-monthly installments at regularly scheduled payroll intervals, beginning April 1, 2009, and continuing for eleven (11) consecutive months thereafter; provided, however, that the installments that would normally be paid in the months of April 2009 through September 2009, shall be accumulated without interest and paid to Mr. Cole in October 2009. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each such installment shall be treated as a separate payment.

     The vesting of Mr. Cole’s outstanding unvested stock options has been accelerated such that all tranches of such options that would have become vested on or prior to March 31, 2010 are fully vested and exercisable on March 31, 2009. All of Mr. Cole’s vested unexercised stock options outstanding on March 31, 2009, including the stock options so accelerated, will remain exercisable until June 30, 2010, and to the extent not exercised will be cancelled as of 5:00 PM Pacific Time on that date. The vesting of Mr. Cole’s outstanding time-vested restricted stock has been accelerated such that all tranches of such restricted stock that would have become vested on or prior to March 31, 2010 are fully vested on March 31, 2009 so that the restrictions on such shares lapse and such shares are no longer subject to forfeiture on that date. The vesting of Mr. Cole’s outstanding earned performance-based restricted stock has been accelerated such that all tranches of such restricted stock are fully vested on March 31, 2009 so that the restrictions on such shares lapse and such shares are no longer subject to forfeiture on that date.

2. NON-INTERFERENCE WITH COMPANY’S EMPLOYMENT RELATIONSHIP

     Mr. Cole agrees that he will not directly or indirectly seek to induce the departure of or hire away any current employees of the Company for a period of one (1) year from the Resignation Date. In addition, Mr. Cole agrees not to interfere in any manner with the employment relations between the Company and its other employees.

3. GENERAL WAIVER AND RELEASE OF CLAIMS

     Mr. Cole expressly waives any and all claims against the Company and releases the Company (including its officers, directors, stockholders, employees, agents, and representatives) from any and all claims, whether known or unknown, that he may have that in any way relate to the employment relationship with the Company, including the termination of the employment relationship and any disqualification of incentive stock options. It is understood that this release includes, but is not limited to, any claims for wages, bonuses, employment benefits, or damages of any kind whatsoever, arising out of any contracts, expressed or implied, any theory of

wrongful discharge, any legal restriction on the employment relationship or the Company’s right to terminate employees, or any federal, state, or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or the Washington Law Against Discrimination. Mr. Cole represents that he has not filed any complaints, charges, or lawsuits against the Company with any governmental agency or any court, and agrees that he will not initiate or encourage any such actions, and will not assist any such actions other than as required by law. This waiver and release shall not waive or release any claims under this Agreement or predicated on acts that occur after the date of execution of this Agreement.

4. REVIEW PERIOD AND REVOCATION PERIOD; EFFECTIVE DATE

     Mr. Cole acknowledges that his waiver and release hereunder of any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), including any amendments, is knowing and voluntary. The Company and Mr. Cole agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the effective date of this Agreement. Mr. Cole acknowledges that he has been advised by this writing, as required by the Older Workers Benefit Protection Act, that (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days to consider this Agreement (although he may, by his own choice, execute this Agreement earlier), during which time this Agreement will not be amended, modified, or revoked by the Company; (c) he has seven (7) days following the execution of this Agreement to revoke the Agreement by providing written notice to the Company; and (d) this Agreement will not be effective until the expiration of the seven (7) day revocation period. Should Mr. Cole elect to revoke this Agreement, he must do so by sending a certified letter, return receipt requested, to: Coinstar, Inc., 1800 114th Avenue SE, Bellevue, WA 98004, Attn: General Counsel.

5. SUCCESSORS AND ASSIGNS

     This Agreement will bind and inure to the benefit of the parties and their respective legal representatives, successors, and assigns.

6. KNOWING AND VOLUNTARY AGREEMENT

     Mr. Cole represents and agrees that he (a) has read this Agreement; (b) understands its terms and the fact that it releases any claim he might have against the Company and its officers, directors, stockholders, employees, agents, and representatives; (c) understands that he has the right to consult an attorney of his choice; and (d) enters into this Agreement without duress or coercion from any source.

7. ENTIRE AGREEMENT

     This Agreement sets forth the entire understanding between Mr. Cole and the Company, superseding any prior or contemporaneous agreements and understandings, written or oral, express or implied; provided, however, that this Agreement does not modify or extinguish (i) Sections 4 and 10 of the Employment Agreement executed by the parties on January 1, 2004, or (ii) the Proprietary and Invention Agreement executed by Mr. Cole on October 8, 2001. The provisions of this Agreement are severable, and if any part of it is found to be unlawful or

2

unenforceable, the other provisions of this Agreement shall remain fully valid and enforceable to the maximum extent consistent with applicable law. The headings and subheadings in this Agreement are for convenience of reference and are not intended to add substance to the terms of the Agreement. The parties agree and acknowledge that in order to be enforceable, any modifications, changes, additions or deletions to this Agreement must be in writing and signed by both parties.

8. 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 the Company and Mr. Cole or chosen in accordance 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 the Company from seeking court enforcement or relief based upon an alleged violation of Mr. Cole’s obligations under any noncompetition or non-disclosure agreement.

9. APPLICABLE LAW

     This Agreement and all obligations and duties under this Agreement shall be governed by and interpreted according to the laws of the State of Washington, without regard to its choice of law principles.

10. CODE SECTION 409A

     The Company makes no representations or warranties to Mr. Cole with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirement from Mr. Cole or any other person to the Company, any of its subsidiaries or affiliates or any other person. Mr. Cole, by executing this Agreement, shall be deemed to have waived any claim against the Company, its subsidiaries and affiliates and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding the foregoing or any other provision of this Agreement, (i) this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions, and (ii) neither the Company, nor any of its

3

subsidiaries or affiliates, shall have any liability to Mr. Cole or his beneficiaries should any payments made under this Agreement be subject to any tax (including interest and penalties) that may be imposed under Code Section 409A.

11. AUTHORITY TO ENTER AGREEMENT

     The Company and Mr. Cole agree and warrant that the Company, for itself, and Mr. Cole, for himself, have the authority to enter into this Agreement, and that by so doing the Company, for itself, and Mr. Cole, for himself, are not violating any obligation to any third party or entity. The individual signing this Agreement on behalf of the Company warrants and represents that he is duly authorized to do so, has the legal capacity to do so, and that all corporate actions necessary to authorize the execution, delivery and performance of this Agreement have been duly and validly taken prior to the date hereof.

[The remainder of this page left intentionally blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below.

COINSTAR, INC.			DAVID W. COLE
By	/s/ Paul D. Davis		/s/ David W. Cole
Its	Chief Executive Officer		Dated:	March 31, 2009
Dated:		March 31, 2009

5

EX-10.2

Exhibit 10.2

TRANSITION AGREEMENT

     This TRANSITION AGREEMENT (the “Agreement”) is entered into by and between Brian V. Turner (“Mr. Turner” or “Employee”) and Coinstar, Inc., a Delaware corporation (“Employer” or “Company”) as of March 31, 2009, modifying certain aspects of the employment relationship. Mr. Turner has voluntarily resigned from his position as Chief Financial Officer of the Company. The resignation is effective May 31, 2009 (“Resignation Date”).

1. EMPLOYMENT

     Mr. Turner will devote all of his productive time, ability, attention and effort to the Company’s business and will skillfully serve its interests until the Resignation Date. The Company will pay to Mr. Turner all of his accrued salary, less required deductions, through the Resignation Date.

2. TRANSITION PAYMENTS AND BENEFITS

     Mr. Turner will be paid a total of Four Hundred and Five Thousand Dollars ($405,000), less all applicable deductions and tax withholdings, as of the Resignation Date. Payment shall be made to Mr. Turner in twenty-four (24) substantially equal semi monthly installments at regularly scheduled payroll intervals, beginning June 1, 2009, and continuing for eleven (11) consecutive months thereafter; provided, however, that the installments that would normally be paid in the months of June 2009 through December 2009, shall be accumulated without interest and paid to Mr. Turner at the first regular payroll date in January 2010. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each such installment shall be treated as a separate payment.

     Mr. Turner will also be eligible for a prorated bonus (based on the number of days in calendar year 2009 that Mr. Turner is employed by the Company compared to 365) equal to the bonus he otherwise would have received had he remained employed on the payment date under the terms of the 2009 executive incentive compensation plan. Any bonus payable under the 2009 executive incentive compensation plan (as finally determined by the Compensation Committee of the Company’s Board of Directors) will be paid at the same time bonuses for other executives are paid in 2010.

     The vesting of Mr. Turner’s outstanding unvested stock options will be accelerated such that all tranches of such options that would have become vested on or prior to May 31, 2010 will become fully vested and exercisable on May 31, 2009. All of Mr. Turner’s vested unexercised stock options outstanding on May 31, 2009, including the stock options so accelerated, will remain exercisable until August 31, 2010, and to the extent not exercised will be cancelled as of 5:00 PM Pacific Time on that date. The vesting of Mr. Turner’s outstanding time-vested restricted stock will be accelerated such that all tranches of such restricted stock that would have become vested on or prior to May 31, 2010 will become fully vested on May 31,

2009 so that the restrictions on such shares will lapse and such shares will no longer be subject to forfeiture. The vesting of Mr. Turner’s outstanding earned performance-based restricted stock will be accelerated such that all tranches of such restricted stock will become fully vested on May 31, 2009 so that the restrictions on such shares will lapse and such shares will no longer be subject to forfeiture. Mr. Turner’s outstanding unearned performance-based restricted stock award will not be forfeited in connection with the Resignation Date but will remain subject to determination by the Compensation Committee of the Company’s Board of Directors after December 31, 2009 of the extent to which the shares covered by such award have been earned up to the target level of such award; provided, however, that any such earned shares shall not be subject to further time vesting and shall be prorated under this Agreement based on the number of days in calendar year 2009 that Mr. Turner is employed by the Company compared to 365 (the “net earned shares”) and that all shares subject to such award other than the net earned shares will be thereafter forfeited; provided further, that if the Compensation Committee determines that such award is earned above target, no additional shares will be issued to Mr. Turner or taken into account in determining the net earned shares. (For example, assuming Mr. Turner is employed though May 31, 2009, the number of days to be used in the calculation would be 151.)

3. NON-INTERFERENCE WITH COMPANY’S EMPLOYMENT RELATIONSHIP

     Mr. Turner agrees that he will not directly or indirectly seek to induce the departure of or hire away any current employees of the Company for a period of one (1) year from the Resignation Date. In addition, Mr. Turner agrees not to interfere in any manner with the employment relations between the Company and its other employees.

4. GENERAL WAIVER AND RELEASE OF CLAIMS

     Mr. Turner expressly waives any and all claims against the Company and releases the Company (including its officers, directors, stockholders, employees, agents, and representatives) from any and all claims, whether known or unknown, that he may have that in any way relate to the employment relationship with the Company, including the termination of the employment relationship and any disqualification of incentive stock options. It is understood that this release includes, but is not limited to, any claims for wages, bonuses, employment benefits, or damages of any kind whatsoever, arising out of any contracts, expressed or implied, any theory of wrongful discharge, any legal restriction on the employment relationship or the Company’s right to terminate employees, or any federal, state, or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or the Washington Law Against Discrimination. Mr. Turner represents that he has not filed any complaints, charges, or lawsuits against the Company with any governmental agency or any court, and agrees that he will not initiate or encourage any such actions, and will not assist any such actions other than as required by law. This waiver and release shall not waive or release any claims under this Agreement or predicated on acts that occur after the date of execution of this Agreement.

5. REVIEW PERIOD AND REVOCATION PERIOD; EFFECTIVE DATE

     Mr. Turner acknowledges that his waiver and release hereunder of any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), including any amendments, is knowing and voluntary. The Company and Mr. Turner agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the effective date of this Agreement. Mr. Turner acknowledges that he has been advised by this

writing, as required by the Older Workers Benefit Protection Act, that (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days to consider this Agreement (although he may, by his own choice, execute this Agreement earlier), during which time this Agreement will not be amended, modified, or revoked by the Company; (c) he has seven (7) days following the execution of this Agreement to revoke the Agreement by providing written notice to the Company; and (d) this Agreement will not be effective until the expiration of the seven (7) day revocation period. Should Mr. Turner elect to revoke this Agreement, he must do so by sending a certified letter, return receipt requested, to: Coinstar, Inc., 1800 114th Avenue SE, Bellevue, WA 98004, Attn: General Counsel.

6. SUCCESSORS AND ASSIGNS

     This Agreement will bind and inure to the benefit of the parties and their respective legal representatives, successors, and assigns.

7. KNOWING AND VOLUNTARY AGREEMENT

     Mr. Turner represents and agrees that he (a) has read this Agreement; (b) understands its terms and the fact that it releases any claim he might have against the Company and its officers, directors, stockholders, employees, agents, and representatives; (c) understands that he has the right to consult an attorney of his choice; and (d) enters into this Agreement without duress or coercion from any source.

8. ENTIRE AGREEMENT

     This Agreement sets forth the entire understanding between Mr. Turner and the Company, superseding any prior or contemporaneous agreements and understandings, written or oral, express or implied, pertaining to Mr. Turner’s employment with the Company, and its termination; provided, however, this Agreement does not modify or extinguish (i) Sections 4 and 10 of the Employment Agreement executed by the parties on August 5, 2005, or (ii) the Proprietary and Invention Agreement executed by Mr. Turner on May 1, 2003. The provisions of this Agreement are severable, and if any part of it is found to be unlawful or unenforceable, the other provisions of this Agreement shall remain fully valid and enforceable to the maximum extent consistent with applicable law. The headings and subheadings in this Agreement are for convenience of reference and are not intended to add substance to the terms of the Agreement. The parties agree and acknowledge that in order to be enforceable, any modifications, changes, additions, or deletions to this Agreement must be in writing and signed by both parties.

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 the Company and Mr. Turner or chosen in accordance 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 the Company from seeking court enforcement or relief based upon an alleged violation of Mr. Turner’s obligations under any noncompetition or non-disclosure agreement.

10. APPLICABLE LAW

     This Agreement and all obligations and duties under this Agreement shall be governed by and interpreted according to the laws of the State of Washington, without regard to its choice of law principles.

11. CODE SECTION 409A

     The Company makes no representations or warranties to Mr. Turner with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirement from Mr. Turner or any other person to the Company, any of its subsidiaries or affiliates, or any other person. Mr. Turner, by executing this Agreement, shall be deemed to have waived any claim against the Company, its subsidiaries and affiliates, and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions, and (ii) neither the Company, nor any of its subsidiaries or affiliates, shall have any liability to Mr. Turner or his beneficiaries should any payments made under this Agreement be subject to any tax (including interest and penalties) that may be imposed under Code Section 409A.

12. AUTHORITY TO ENTER AGREEMENT

     The Company and Mr. Turner agree and warrant that the Company, for itself, and Mr. Turner, for himself, have the authority to enter into this Agreement, and that by so doing the Company, for itself, and Mr. Turner, for himself, are not violating any obligation to any third party or entity. The individual signing this Agreement on behalf of the Company warrants and represents that he is duly authorized to do so, has the legal capacity to do so, and that all corporate actions necessary to authorize the execution, delivery and performance of this Agreement have been duly and validly taken prior to the date hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below.

COINSTAR, INC.		BRIAN V. TURNER
By	/s/ Paul D. Davis	/s/ Brian V. Turner
Its	Chief Executive Officer

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

COINSTAR, INC.
and
PAUL DAVIS

Dated as of April 1, 2009

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (this “Agreement”), dated as of April 1, 2009, 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 EXECUTIVE OFFICER

     1.1 Employment

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

     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 CEO 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 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  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 CEO shall consist, in part, of an annual base salary of six hundred thousand dollars ($600,000) 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 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  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 CEO, Employee and the Company shall enter into an Amended and Restated 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 Amended and Restated Change of Control Agreement, Employee’s rights upon termination will be governed by the terms of the Amended and Restated 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, (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of Employee’s employment becomes effective and (c) a

PAUL DAVIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  3

pro-rated cash bonus consistent with Section 1.4(b). All amounts payable pursuant to this Section 3.1 (or pursuant to Section 3.2) shall be reduced for applicable deductions and tax withholding. If, as a result of the termination of Employee’s employment without Cause, Employee and Employee’s spouse and dependent children are eligible for and timely (and properly) elect to continue coverage under Employer’s group health plan(s) in accordance with Code Section 4980B(f) (“COBRA”), Employer shall pay the premium for such coverage for a period of twelve (12) months following the date of Employee’s termination or until Employee is no longer entitled to COBRA continuation coverage under Employer’s group health plan(s), whichever period is the shorter. 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 amounts payable pursuant to Section 3.1(b) and 3.2 hereof shall be paid to Employee at the same time such amounts would have been paid to Employee had Employee’s employment not been terminated (or at such earlier time as is required by law). All amounts payable pursuant to Section 3.1(a) hereof shall be paid to Employee in twelve (12) equal monthly installments, beginning with the month following the month containing the date of Employee’s termination and continuing for eleven (11) consecutive months thereafter. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each such installment shall be treated as a separate payment.

     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

PAUL DAVIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  4

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

     3.5 Code Section 409A

     The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Employer, its affiliates and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Employee’s employment are intended to mean Employee’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), when he/she separates from service, within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, Employee’s estate) in a lump sum on the first business day following the earlier of (a) the date that is six months after Employee’s separation from service or (b) Employee’s death.

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

PAUL DAVIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  5

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.

     (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 nor the Proprietary Information and Invention 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 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  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 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  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

PAUL DAVIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  8

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.

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, and the Amended and Restated Change of Control Agreement executed by the Employee on April 1, 2009, 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.
/s/ Paul Davis	By	/s/ Donald R. Rench
Paul Davis
	Its	General Counsel

PAUL DAVIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  9

EXHIBIT A
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

PAUL DAVIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT 4-1-09  10

EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

COINSTAR, INC.

and

GREGG KAPLAN

Dated as of April 1, 2009

EMPLOYMENT AGREEMENT

     This Employment Agreement (this “Agreement”), dated as of April 1, 2009, between Coinstar, Inc., a Delaware corporation (“Employer”), and Gregg Kaplan (“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. PRESIDENT AND CHIEF OPERATING OFFICER

     1.1 Employment

     Employer will employ Employee and Employee will provide services to Employer as its President and 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”).

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 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 thirty thousand dollars ($430,000) 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.

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 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 the 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, (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of Employee’s employment becomes effective and (c) a

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 3

pro-rated cash bonus consistent with Section 1.4(b). All amounts payable pursuant to this Section 3.1 (or pursuant to Section 3.2) shall be reduced for applicable deductions and tax withholding. If, as a result of the termination of Employee’s employment without Cause, Employee and Employee’s spouse and dependent children are eligible for and timely (and properly) elect to continue coverage under Employer’s group health plan(s) in accordance with Code Section 4980B(f) (“COBRA”), Employer shall pay the premium for such coverage for a period of twelve (12) months following the date of Employee’s termination or until Employee is no longer entitled to COBRA continuation coverage under Employer’s group health plan(s), whichever period is the shorter. 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 amounts payable pursuant to Section 3.1(b) and 3.2 hereof shall be paid to Employee at the same time such amounts would have been paid to Employee had Employee’s employment not been terminated (or at such earlier time as is required by law). All amounts payable pursuant to Section 3.1(a) hereof shall be paid to Employee in twelve (12) equal monthly installments, beginning with the month following the month containing the date of Employee’s termination and continuing for eleven (11) consecutive months thereafter. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each such installment shall be treated as a separate payment.

     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.

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 4

     3.5 Code Section 409A

     The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Employer, its affiliates and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Employee’s employment are intended to mean Employee’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), when he/she separates from service, within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, Employee’s estate) in a lump sum on the first business day following the earlier of (a) the date that is six months after Employee’s separation from service or (b) Employee’s death.

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

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 5

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.

     (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 nor the Proprietary Information and Invention 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:

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 6

If to Employee:	Gregg Kaplan
	[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 with the AAA Rules, except that the parties thereto shall have any right to discovery as

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 7

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

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 8

reform such provision to the extent necessary for such provision to be enforceable under applicable law.

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 (a) the Proprietary Information and Invention Agreement entered into by the Employee dated as of April 1, 2009, (b) the Change of Control Agreement entered into by the Employee dated as of April 1, 2009, and (c) any letter agreement previously executed by Employee and Employer with respect to retention arrangements and related matters, 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 as of the date set forth above.

	COINSTAR, INC.
/s/ Gregg Kaplan	By	/s/ Paul D. Davis
Gregg Kaplan
	Its	Chief Executive Officer

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 9

EXHIBIT A
CHANGE OF CONTROL AGREEMENT

GREGG KAPLAN EMPLOYMENT AGREEMENT 4-1-09 10

EX-10.5

Exhibit 10.5

CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (this “Agreement”), dated as of April 1, 2009 is between Coinstar, Inc. (the “Employer”), and Gregg Kaplan (the “Employee”). This Agreement is an exhibit to that certain Employment Agreement dated as of April 1, 2009 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”).

GREGG KAPLAN CHANGE OF CONTROL AGREEMENT 4-1-09

     1.3 Authority, Duties and Responsibilities

     During the Employment Period, the Employee’s 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.

     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

GREGG KAPLAN CHANGE OF CONTROL AGREEMENT 4-1-09 -2-

person or committee appointed by the Board to determine fringe benefit programs and other emoluments).

     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.

GREGG KAPLAN CHANGE OF CONTROL AGREEMENT 4-1-09 -3-

     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 Employee’s death occurs, and (b) in all other cases, the later of (i) five days after the date of personal delivery of or mailing of, as applicable, the Notice of Termination, and (ii) the date on which the Employee separates from service, within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). 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.

GREGG KAPLAN CHANGE OF CONTROL AGREEMENT 4-1-09 -4-

     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.

     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), 5.2 and 5.3 (other than payments of deferred compensation, which shall be paid in accordance with the provisions of the plan under which such compensation was deferred) 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 in twelve (12) equal monthly installments, beginning with the month following the month containing the Date of Termination and continuing for eleven (11) consecutive months thereafter. For purposes of Code Section 409A, each installment payable pursuant to Section 5.1(b) and this Section 5.4 shall be treated as a separate payment.

     5.5 Good Reason

          (a) For purposes of this Agreement, subject to Section 5.5(b), “Good Reason” means the occurrence or existence of any of the following events or conditions without the Employee’s express written consent:

          (i) A diminution in the Employee’s Annual Base Salary;

          (ii) A diminution in the Employee’s authority, duties or responsibilities as contemplated by Section 1.3 hereof, excluding for this purpose 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 authority, duties or responsibilities;

          (iii) Any failure by the Employer to comply with and satisfy Section 7 of the Employment Agreement, provided that the Employer’s successor has

GREGG KAPLAN CHANGE OF CONTROL AGREEMENT 4-1-09 -5-

received at least ten days’ prior written notice from the Employer or the Employee of the requirements of Section 7 thereof;

          (iv) A relocation of the Employee’s principal place of employment to a location more than 50 miles from the Seattle metropolitan area, except for required travel on the Employer’s business to an extent substantially consistent with the Employee’s duties and responsibilities; or

          (v) Any other action or inaction by the Employer that constitutes a material breach by the Employer of this Agreement or the Employment Agreement.

          (b) Notwithstanding any provision in this Agreement to the contrary, termination of employment by the Employee will not be for Good Reason unless (i) the Employee notifies the Employer in writing of the occurrence or existence of the event or condition which the Employee believes constitutes Good Reason within 90 days of the occurrence or initial existence of such event or condition (which notice specifically identifies such event or condition), (ii) the Employer fails to remedy such event or condition within 30 days after the date on which it receives such notice (the “Remedial Period”), and (iii) the Employee actually terminates employment within 90 days after the expiration of the Remedial Period and before the Employer remedies such event or condition. If the Employee terminates employment before the expiration of the Remedial Period or after the Employer remedies the event or condition (even if after the end of the Remedial Period), then the Employee’s termination will not be considered to be for Good Reason.

     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. CODE SECTION 409A

     The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision

GREGG KAPLAN CHANGE OF CONTROL AGREEMENT 4-1-09 -6-

of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Employer, its affiliates and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Employee’s employment are intended to mean Employee’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), when Employee separates from service, within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, Employee’s estate) in a lump sum on the first business day following the earlier of (a) the date that is six months after Employee’s separation from service or (b) Employee’s death.

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

EMPLOYEE
/s/ Gregg Kaplan
Gregg Kaplan
COINSTAR, INC.
By	/s/ Paul D. Davis
	Its	Chief Executive Officer

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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 Employer’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

GREGG KAPLAN CHANGE OF CONTROL AGREEMENT 4-1-09

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.

GREGG KAPLAN CHANGE OF CONTROL AGREEMENT 4-1-09 -2-

EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

COINSTAR, INC.

and

JOHN HARVEY

Dated as of June 1, 2009

EMPLOYMENT AGREEMENT

     This Employment Agreement (this “Agreement”), dated as of June 1, 2009, between Coinstar, Inc., a Delaware corporation (“Employer”), and John Harvey (“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 FINANCIAL OFFICER

     1.1 Employment

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

     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 CFO 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”).

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  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 CFO shall consist, in part, of an annual base salary of three hundred sixty thousand dollars ($360,000) 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.

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  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 CFO, 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 the 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, (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of Employee’s employment becomes effective and (c) a

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  3

pro-rated cash bonus consistent with Section 1.4(b). All amounts payable pursuant to this Section 3.1 (or pursuant to Section 3.2) shall be reduced for applicable deductions and tax withholding. If, as a result of the termination of Employee’s employment without Cause, Employee and Employee’s spouse and dependent children are eligible for and timely (and properly) elect to continue coverage under Employer’s group health plan(s) in accordance with Code Section 4980B(f) (“COBRA”), Employer shall pay the premium for such coverage for a period of twelve (12) months following the date of Employee’s termination or until Employee is no longer entitled to COBRA continuation coverage under Employer’s group health plan(s), whichever period is the shorter. 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 amounts payable pursuant to Section 3.1(b) and 3.2 hereof shall be paid to Employee at the same time such amounts would have been paid to Employee had Employee’s employment not been terminated (or at such earlier time as is required by law). All amounts payable pursuant to Section 3.1(a) hereof shall be paid to Employee in twelve (12) equal monthly installments, beginning with the month following the month containing the date of Employee’s termination and continuing for eleven (11) consecutive months thereafter. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each such installment shall be treated as a separate payment.

     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

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  4

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

     3.5 Code Section 409A

     The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Employer, its affiliates and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Employee’s employment are intended to mean Employee’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), when he/she separates from service, within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, Employee’s estate) in a lump sum on the first business day following the earlier of (a) the date that is six months after Employee’s separation from service or (b) Employee’s death.

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

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  5

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.

     (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 nor the Proprietary Information and Invention 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:

If to Employee:	John Harvey
	[ADDRESS]

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  6

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 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

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  7

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.

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  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 (a) the Proprietary Information and Invention Agreement entered into by the Employee dated as of April 1, 2009, (b) the Change of Control Agreement entered into by the Employee as of the effective date of this Agreement as provided in Section 2.4 hereof, and (c) any letter agreement previously executed by Employee and Employer with respect to retention arrangements and related matters, 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 as of the date set forth above.

	COINSTAR, INC.
/s/ John Harvey	By	/s/ Paul D. Davis
John Harvey
	Its	Chief Executive Officer

JOHN HARVEY EMPLOYMENT AGREEMENT 6-1-09  9

EX-10.7

Exhibit 10.7

EXHIBIT A

FORM OF CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (this “Agreement”), dated as of June 1, 2009 is between Coinstar, Inc. (the “Employer”), and John Harvey (the “Employee”). This Agreement is an exhibit to that certain Employment Agreement dated as of June 1, 2009 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”).

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09

1.3 Authority, Duties and Responsibilities

     During the Employment Period, the Employee’s 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.

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

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09 -2-

person or committee appointed by the Board to determine fringe benefit programs and other emoluments).

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.

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09 -3-

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 Employee’s death occurs, and (b) in all other cases, the later of (i) five days after the date of personal delivery of or mailing of, as applicable, the Notice of Termination, and (ii) the date on which the Employee separates from service, within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). 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.

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09 -4-

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.

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), 5.2 and 5.3 (other than payments of deferred compensation, which shall be paid in accordance with the provisions of the plan under which such compensation was deferred) 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 in twelve (12) equal monthly installments, beginning with the month following the month containing the Date of Termination and continuing for eleven (11) consecutive months thereafter. For purposes of Code Section 409A, each installment payable pursuant to Section 5.1(b) and this Section 5.4 shall be treated as a separate payment.

5.5 Good Reason

          (a) For purposes of this Agreement, subject to Section 5.5(b), “Good Reason” means the occurrence or existence of any of the following events or conditions without the Employee’s express written consent:

          (i) A diminution in the Employee’s Annual Base Salary;

          (ii) A diminution in the Employee’s authority, duties or responsibilities as contemplated by Section 1.3 hereof, excluding for this purpose 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 authority, duties or responsibilities;

          (iii) Any failure by the Employer to comply with and satisfy Section 7 of the Employment Agreement, provided that the Employer’s successor has

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09 -5-

received at least ten days’ prior written notice from the Employer or the Employee of the requirements of Section 7 thereof;

          (iv) A relocation of the Employee’s principal place of employment to a location more than 50 miles from the Seattle metropolitan area, except for required travel on the Employer’s business to an extent substantially consistent with the Employee’s duties and responsibilities; or

          (v) Any other action or inaction by the Employer that constitutes a material breach by the Employer of this Agreement or the Employment Agreement.

          (b) Notwithstanding any provision in this Agreement to the contrary, termination of employment by the Employee will not be for Good Reason unless (i) the Employee notifies the Employer in writing of the occurrence or existence of the event or condition which the Employee believes constitutes Good Reason within 90 days of the occurrence or initial existence of such event or condition (which notice specifically identifies such event or condition), (ii) the Employer fails to remedy such event or condition within 30 days after the date on which it receives such notice (the “Remedial Period”), and (iii) the Employee actually terminates employment within 90 days after the expiration of the Remedial Period and before the Employer remedies such event or condition. If the Employee terminates employment before the expiration of the Remedial Period or after the Employer remedies the event or condition (even if after the end of the Remedial Period), then the Employee’s termination will not be considered to be for Good Reason.

     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. CODE SECTION 409A

     The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09 -6-

of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Employer, its affiliates and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Employee’s employment are intended to mean Employee’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), when Employee separates from service, within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, Employee’s estate) in a lump sum on the first business day following the earlier of (a) the date that is six months after Employee’s separation from service or (b) Employee’s death.

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

EMPLOYEE

  John Harvey

COINSTAR, INC.

By
	Its

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09 -7-

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 Employer’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

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09

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.

FORM OF JOHN HARVEY CHANGE OF CONTROL AGREEMENT 6-1-09 -2-

EX-10.8

Exhibit 10.8

COINSTAR, INC.

LETTER AGREEMENT REGARDING RETENTION INCENTIVES
AND RELEASE

April 1, 2009

Gregg Kaplan
One Tower Lane, Suite 1200
Oakbrook Terrace, IL 60181

     This Letter Agreement (“Agreement”) confirms the agreement between Coinstar, Inc., a Delaware corporation, (the “Company”), and the above-named person (“you” or “Employee”) with respect to certain employment-related agreements. For purposes of this Agreement, “Company Party” means the Company and any of the Company’s subsidiaries, including but not limited to Redbox Automated Retail, LLC, a Delaware limited liability company (“Redbox”).

     1. Employment at Will. You will be employed at-will following the execution of this Agreement, meaning that either you or the relevant Company Party that employs you may terminate the employment relationship at any time for any reason, with or without cause.

     2. Incentives. The Compensation Committee of Coinstar’s Board of Directors has granted you the following employment incentives subject to the terms and conditions set forth in Exhibit A:

          (a) Stock Option. An option to acquire shares of Coinstar common stock in an amount and for the exercise price set forth in the “Stock Option” section in Exhibit A, such option to vest as specified in such “Stock Option” section.

          (b) Cash. Cash payments to be made in the amounts and at the times set forth in the “Cash” section in Exhibit A.

     3. Termination of Certain Rights. In connection with the execution of this Agreement, Employee acknowledges and agrees to the termination of any and all rights that Employee might otherwise have or have had (a) pursuant to any prior offer letter to Employee from Redbox Automated Retail, LLC, including but not limited to the offer letter dated May 31, 2006 and any related Class B Interest Award Agreement entered into in connection therewith, and (b) to payment pursuant to Schedule I, Paragraph 7 and/or Schedule I.A. of the Purchase and Sale Agreement dated as of February 26, 2009 between the Company and Redbox Employee Equity Incentive Plan, LLC.

     4. Release.

          (a) In consideration for the grant of incentives as specified above and other benefits provided in this Agreement, you release, waive and discharge each Company Party and their respective directors, officers, employees and agents from any and all claims, liabilities or obligations that you may have, whether direct or indirect, known or unknown, contingent or accrued, arising in connection with any agreements, activities or arrangements with or relating to any Company Party. This release includes, but is not

limited to, any claims for wages, bonuses, employment benefits, stock options, equity awards, or damages of any kind, arising out of any common law torts, arising out of any contracts, any theory of retaliation, any theory of discrimination or harassment, or any federal or state law, including, without limitation, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Washington Law Against Discrimination, or any other legal limitation on or regulation of the employment relationship. This waiver and release does not preclude you from filing a lawsuit to enforce your rights under this Agreement and it does not release, waive or discharge claims arising after the date of this Agreement.

          (b) You acknowledge that you have carefully read and fully understand all aspects of this Agreement including the fact that this Agreement releases any claims that you might have against any Company Party. You agree and acknowledge that you have not relied upon any representations or statements not set forth in this Agreement or made by any Company Party or their agents and representatives. You acknowledge that you have been advised to consult with an attorney prior to executing the Agreement, and that you have either done so or you knowingly waive the right to do so, and you now enter into this Agreement without duress or coercion from any source. You agree that you have been provided the opportunity to consider for twenty-one (21) days whether to enter into this Agreement, and you have voluntarily chosen to enter into it on this date. You may revoke this Agreement for a period of seven (7) days following the execution of this Agreement; this Agreement shall become effective following expiration of this seven (7) day period.

     5. Amendment. No amendment, modification, waiver, termination or discharge of the terms of this Agreement will be valid unless set forth in a writing signed by you and the Company.

     6. Assignment. This Agreement is personal to you and shall not be assignable by you. The Company or the relevant Company Party may assign its rights hereunder to (a) any corporation resulting from any merger, consolidation or other reorganization to which the Company or the relevant Company Party is a party, or (b) any corporation, partnership, association or other person to which the Company or the relevant Company Party may transfer all or substantially all of the assets and business of the Company or the relevant Company Party 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.

     7. 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 effect the validity, legality or enforceability of any other provision hereof, and (c) any court having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

     8. Notices. All notices, requests and other communications called for by this Agreement will be deemed to have been given if made in writing and delivered via (i) nationally recognized overnight courier, or (ii) personal delivery, if to you at the address set forth above and if to the Company at 1800 114th Avenue SE, Bellevue, WA 98004, Attn.: General Counsel, or other addresses as either party specifies to the other.

     9. Tax Withholding. The Company shall be entitled to withhold from any amounts paid hereunder such amounts as the Company determines are or may be required by law.

2

     10. Governing Law. The validity, performance and construction of this Agreement will be governed by the laws of the State of Washington without regard to principles of conflicts of laws.

[The remainder of this page is intentionally left blank.]

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Very truly yours,
COINSTAR, INC.
By:	/s/ Paul D. Davis
	Name:	Paul D. Davis
	Title:	Chief Executive Officer

AGREED AND ACCEPTED:

Employee:

/s/ Gregg Kaplan

Gregg Kaplan

SIGNATURE PAGE TO LETTER AGREEMENT REGARDING RETENTION INCENTIVES
AND RELEASE

EXHIBIT A

TO LETTER AGREEMENT REGARDING RETENTION INCENTIVES
AND RELEASE

Gregg Kaplan

Stock Option

Subject to the applicable terms and conditions regarding such option, including but not limited to the terms and conditions set forth at http://www.fidelity.com with respect thereto, you have been granted an option to purchase 92,053 shares of Common Stock of the Company (the “Stock Option”). The Stock Option is subject to the terms and conditions set forth in the Stock Option Grant Notice, the Stock Option Agreement and the 1997 Amended and Restated Equity Incentive Plan governing such option, including but not limited to the vesting schedule applicable thereto; provided, however, that the Stock Option shall fully vest and be exercisable if, before February 26, 2010, your employment or service relationship with the Company is terminated without Cause or with Good Reason (defined below).

Cash

Subject to your continued employment or service relationship with the Company through

(a) February 26, 2010, at such time you will be paid a cash payment of $1,667,978.65,

(b) February 26, 2011, at such time you will be paid a cash payment of $588,698.35, and

(c) February 26, 2012, at such time you will be paid a cash payment of $294,349.17 ((a), (b) and (c), collectively, the “Cash Incentive”).

Notwithstanding the foregoing, if before February 26, 2010 your employment or service relationship with the Company is terminated without Cause or with Good Reason (defined below), the Cash Incentive shall vest in full and be payable without regard to continued employment or service relationship.

Related Definitions

• The term “Cause” has the same definition as that contained in the Employment Agreement dated on or about the date of this Agreement between you and the Company (including any amendments or modifications thereto, the “Employment Agreement”).

• The term “Good Reason” has the same definition as that contained in the Change of Control Agreement dated on or about the date of this Agreement between you and the Company (including any amendments or modifications thereto, the “Change of Control Agreement”).

EX-10.9

Exhibit 10.9

COINSTAR, INC.

LETTER AGREEMENT REGARDING RETENTION INCENTIVES
AND RELEASE

April 1, 2009

John Harvey
One Tower Lane, Suite 1200
Oakbrook Terrace, IL 60181

     This Letter Agreement (“Agreement”) confirms the agreement between Coinstar, Inc., a Delaware corporation, (the “Company”), and the above-named person (“you” or “Employee”) with respect to certain employment-related agreements. For purposes of this Agreement, “Company Party” means the Company and any of the Company’s subsidiaries, including but not limited to Redbox Automated Retail, LLC, a Delaware limited liability company (“Redbox”).

     1. Employment at Will. You will be employed at-will following the execution of this Agreement, meaning that either you or the relevant Company Party that employs you may terminate the employment relationship at any time for any reason, with or without cause.

     2. Incentives. The Compensation Committee of Coinstar’s Board of Directors has granted you the following employment incentives subject to the terms and conditions set forth in Exhibit A:

          (a) Stock Option. An option to acquire shares of Coinstar common stock in an amount and for the exercise price set forth in the “Stock Option” section in Exhibit A, such option to vest as specified in such “Stock Option” section.

          (b) Cash. Cash payments to be made in the amounts and at the times set forth in the “Cash” section in Exhibit A.

     3. Termination of Certain Rights. In connection with the execution of this Agreement, Employee acknowledges and agrees to the termination of any and all rights that Employee might otherwise have or have had (a) pursuant to any prior offer letter to Employee from Redbox Automated Retail, LLC, including but not limited to the offer letter dated May 31, 2006 and any related Class B Interest Award Agreement entered into in connection therewith, and (b) to payment pursuant to Schedule I, Paragraph 7 and/or Schedule I.A. of the Purchase and Sale Agreement dated as of February 26, 2009 between the Company and Redbox Employee Equity Incentive Plan, LLC.

     4. Release.

          (a) In consideration for the grant of incentives as specified above and other benefits provided in this Agreement, you release, waive and discharge each Company Party and their respective directors, officers, employees and agents from any and all claims, liabilities or obligations that you may have, whether direct or indirect, known or unknown, contingent or accrued, arising in connection with any agreements, activities or arrangements with or relating to any Company Party. This release includes, but is not

limited to, any claims for wages, bonuses, employment benefits, stock options, equity awards, or damages of any kind, arising out of any common law torts, arising out of any contracts, any theory of retaliation, any theory of discrimination or harassment, or any federal or state law, including, without limitation, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Washington Law Against Discrimination, or any other legal limitation on or regulation of the employment relationship. This waiver and release does not preclude you from filing a lawsuit to enforce your rights under this Agreement and it does not release, waive or discharge claims arising after the date of this Agreement.

          (b) You acknowledge that you have carefully read and fully understand all aspects of this Agreement including the fact that this Agreement releases any claims that you might have against any Company Party. You agree and acknowledge that you have not relied upon any representations or statements not set forth in this Agreement or made by any Company Party or their agents and representatives. You acknowledge that you have been advised to consult with an attorney prior to executing the Agreement, and that you have either done so or you knowingly waive the right to do so, and you now enter into this Agreement without duress or coercion from any source. You agree that you have been provided the opportunity to consider for twenty-one (21) days whether to enter into this Agreement, and you have voluntarily chosen to enter into it on this date. You may revoke this Agreement for a period of seven (7) days following the execution of this Agreement; this Agreement shall become effective following expiration of this seven (7) day period.

     5. Amendment. No amendment, modification, waiver, termination or discharge of the terms of this Agreement will be valid unless set forth in a writing signed by you and the Company.

     6. Assignment. This Agreement is personal to you and shall not be assignable by you. The Company or the relevant Company Party may assign its rights hereunder to (a) any corporation resulting from any merger, consolidation or other reorganization to which the Company or the relevant Company Party is a party, or (b) any corporation, partnership, association or other person to which the Company or the relevant Company Party may transfer all or substantially all of the assets and business of the Company or the relevant Company Party 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.

     7. 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 effect the validity, legality or enforceability of any other provision hereof, and (c) any court having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

     8. Notices. All notices, requests and other communications called for by this Agreement will be deemed to have been given if made in writing and delivered via (i) nationally recognized overnight courier, or (ii) personal delivery, if to you at the address set forth above and if to the Company at 1800 114th Avenue SE, Bellevue, WA 98004, Attn.: General Counsel, or other addresses as either party specifies to the other.

     9. Tax Withholding. The Company shall be entitled to withhold from any amounts paid hereunder such amounts as the Company determines are or may be required by law.

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     10. Governing Law. The validity, performance and construction of this Agreement will be governed by the laws of the State of Washington without regard to principles of conflicts of laws.

[The remainder of this page is intentionally left blank.]

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Very truly yours,
COINSTAR, INC.
By:	/s/ Paul D. Davis
	Name:	Paul D. Davis
	Title:	Chief Executive Officer

AGREED AND ACCEPTED:

Employee:

/s/ John Harvey

John Harvey

SIGNATURE PAGE TO LETTER AGREEMENT REGARDING RETENTION INCENTIVES
AND RELEASE

EXHIBIT A

TO LETTER AGREEMENT REGARDING RETENTION INCENTIVES
AND RELEASE

John Harvey

Stock Option

Subject to the applicable terms and conditions regarding such option, including but not limited to the terms and conditions set forth at http://www.fidelity.com with respect thereto, you have been granted an option to purchase 18,050 shares of Common Stock of the Company (the “Stock Option”). The Stock Option is subject to the terms and conditions set forth in the Stock Option Grant Notice, the Stock Option Agreement and the 1997 Amended and Restated Equity Incentive Plan governing such option, including but not limited to the vesting schedule applicable thereto; provided, however, that the Stock Option shall fully vest and be exercisable if, before February 26, 2010, your employment or service relationship with the Company is terminated without Cause or with Good Reason (defined below).

Cash

Subject to your continued employment or service relationship with the Company through

(a) February 26, 2010, at such time you will be paid a cash payment of $327,054.64,

(b) February 26, 2011, at such time you will be paid a cash payment of $327,054.64, and

(c) February 26, 2012, at such time you will be paid a cash payment of $327,054.64 ((a), (b) and (c), collectively, the “Cash Incentive”).

Notwithstanding the foregoing, if before February 26, 2010 your employment or service relationship with the Company is terminated without Cause or with Good Reason (defined below), the Cash Incentive shall vest in full and be payable without regard to continued employment or service relationship.

Related Definitions

• The term “Cause” has the same definition as that contained in the Employment Agreement dated as of June 1, 2009 between you and the Company (including any amendments or modifications thereto, the “Employment Agreement”).

• The term “Good Reason” has the same definition as that contained in the Change of Control Agreement (attached as Exhibit A to the Employment Agreement) to be entered into between you and the Company as of the effective date of the Employment Agreement (including any amendments or modifications thereto, the “Change of Control Agreement”).

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:
Marci Maule, Director of Public Relations
mmaule@coinstar.com
425-943-8277

COINSTAR ANNOUNCES CFO TRANSITION PLAN
Chief Financial Officer Brian Turner Resigns;
Company Names John Harvey As New CFO

BELLEVUE, Wash. — April 6, 2009 —Coinstar, Inc (NASDAQ: CSTR), today announced that Chief Financial Officer Brian V. Turner has elected to leave the Company after six years of service and that John Harvey, chief financial officer of Redbox Automated Retail, LLC (“Redbox”) has been appointed chief financial officer of Coinstar. Brian Turner will stay on as chief financial officer of Coinstar until June 1, 2009, to ensure a smooth and orderly transition of duties to Harvey.

Turner joined Coinstar in 2003 and along with the senior leadership team has been instrumental in the development and implementation of the Company’s 4th Wall^® strategy, enabling Coinstar to expand from a one-product company to a multi-product, multi-national company with five lines of business. Turner was involved in numerous financings and more than 18 acquisitions over the past six years. During his tenure, Company revenues have grown five-fold.

Turner plans to pursue public board opportunities.

“Brian’s experience and insight have been a true asset as the Company has grown to become the category leader that it is today. Specifically, he has been a major contributor to strategy and operations in addition to preserving a strong and liquid balance sheet, critical for future growth,” said Paul Davis, chief executive officer of Coinstar, Inc. “Brian has worked diligently for our stockholders and we will miss his passion and enthusiasm. We wish him all the best in his future endeavors.”

John Harvey, 43, has served as chief financial officer of Redbox since May of 2008. Prior to Redbox, Harvey held the position of executive vice president and chief financial officer of JetBlue Airways Corporation, where he supported the company’s growth from an entrepreneurial start-up to a mature, $3 billion–revenue operation. With 20 years of financial management experience, Harvey will be responsible for all financial disciplines of the Company.

“The Coinstar Board and I are delighted to name John Harvey as successor to Brian Turner, and we are fortunate to have his level of talent and expertise at the senior management level,” said Davis. “With the base knowledge that John brings to the Company, particularly with one of our fastest growing business segments, his skills are perfectly suited to drive accountability and performance across the rest of our portfolio. He is highly experienced and motivated, and we expect a seamless transition.”

John Harvey is expected to transition to the chief financial officer position at Coinstar on June 1, and will continue to provide financial oversight to Redbox and all of the Coinstar lines of business. Harvey’s duties at Redbox will be assumed by Bill Unverzagt, Redbox’s vice president and controller who will become Redbox’s vice president of finance and chief financial officer. Coinstar previously announced on Feb. 26, 2009, its acquisition of the remaining stake of Redbox, a leading automated DVD rental business, and now owns 100 percent of Redbox.

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, DVD rental, money transfer, electronic payment solutions, and entertainment services. The Company’s products and services can be found at more than 90,000 points of presence including supermarkets, drug stores, mass merchants, financial institutions, convenience stores, restaurants and money transfer agent locations. For more information, visit www.coinstar.com.

Safe Harbor for Forward-Looking Statements

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. The forward-looking statements in this release include statements regarding Coinstar, Inc.’s management and future growth and results. 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 management and the ability to achieve the strategic and financial objectives for our entry into or expansion of new businesses. 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 our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q 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.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

CONTACT:
Coinstar, Inc.
Marci Maule, Director of Public Relations
425-943-8277

COINSTAR NAMES GREGG KAPLAN AS PRESIDENT AND CHIEF OPERATING OFFICER

Additional Executive Appointments Strengthen Senior Team

BELLEVUE, Wash. — April 6, 2009 — Coinstar, Inc. (NASDAQ: CSTR) today announced that it has appointed Gregg Kaplan, former chief executive officer of Redbox Automated Retail, LLC (“Redbox”), to the positions of president and chief operating officer of Coinstar, succeeding Paul D. Davis. Consistent with the leadership succession plan previously announced on Sept. 2, 2008, Paul Davis became chief executive officer and was named to Coinstar’s Board of Directors, effective April 1, 2009. Davis has served as Coinstar’s chief operating officer since April 2008 and succeeds Dave Cole, who retired as chief executive officer and Coinstar director.

“I’m delighted that Gregg Kaplan has joined the management team of Coinstar,” said Davis. “He’s an experienced and innovative executive having pioneered the self-service DVD rental category and grown Redbox from a start-up in 2002 to the leader in the category, with a network of 14,000 kiosks in 48 states. His extensive knowledge of self-service operations and product expansion will be a great asset to the company, and we look forward to his continued contributions across all of our businesses.”

Kaplan will have responsibility for all of Coinstar’s lines of business and functional areas including operations, sales, manufacturing, supply chain, customer service and R&D, and will report directly to Paul Davis.

Executive Appointments

Coinstar also announced the following executive appointments:

• John Harvey, chief financial officer of Redbox, will succeed Brian Turner, chief financial officer of Coinstar, starting on June 1, 2009. (Reference announcement “Coinstar Announces CFO Transition Plan” — April 6).

• Mitch Lowe, chief operating officer of Redbox, will take over the leadership of Redbox in the role of president. Lowe was one of the founding senior executives at Netflix and has been a leader in the video and rental industry for more than 25 years.

• Dora Summers-Ewing, most recently principal and senior client partner of Korn/Ferry International, has been named chief people officer of Coinstar.

“I am excited to announce the appointment of these seasoned and knowledgeable executives,” said Davis. “With more than 25 years of experience in the DVD rental market, Mitch Lowe has earned our confidence and trust and we know he will successfully lead Redbox and capitalize on its exciting growth prospects. I am also pleased to welcome John Harvey and Dora Summers-Ewing to the roles of chief financial officer and chief people officer, respectively. John

brings extensive financial and strategic experience to the table, while Dora brings a wealth of experience in corporate transformation and human resources to our organization.”

“I am confident that these talented executives, along with the rest of Coinstar’s management team, the Board and thousands of dedicated employees, will continue to maximize the value of Coinstar’s business portfolio with the goal of creating value for all of our shareholders,” added Davis.

Management Biographies

Gregg Kaplan

Kaplan, 39, has run Redbox since its infancy in 2002 when it was a venture within McDonald’s Corporation, and has served as Redbox’s chief executive officer since 2005, when Redbox became a separate company. Over the six-plus years of running Redbox, Kaplan drove the rapid expansion of Redbox from just a few kiosks to a network of more than 14,000. He was also responsible for building the entire management team and growing the employee base from five people to over 1,200 employees. Prior to Redbox, Kaplan worked in the Strategy and Business Development group of McDonald’s Corporation, where he helped McDonald’s create and build new businesses. Other experience includes serving as a partner at divine interVentures, a B2B internet incubator; strategic positions at Streamline.com, an online grocery delivery startup; and an investment banker at Furman Selz, focusing on corporate transactions of media and entertainment companies. Kaplan earned a Master’s in Business Administration from the Harvard Business School and a Bachelor of Arts in Philosophy from the University of Michigan.

John Harvey

Harvey, 43, has served as chief financial officer for Redbox since May 2008. Before joining Redbox, Harvey was executive vice president and chief financial officer for JetBlue Airways Corporation, supporting the company’s transition from an entrepreneurial start-up to a mature, $3 billion-revenue operation. Harvey’s prior positions include serving as senior vice president of SkyWorks Capital, LLC; vice president and senior portfolio manager of ABN AMRO Bank; senior director corporate finance for America West Airlines and manager, corporate finance for Southwest Airlines. Harvey began his career as a staff accountant for Ernst & Young. He holds a Master’s degree in Professional Accounting and a Bachelor of Business Administration in Accounting from The University of Texas at Austin.

Mitch Lowe

Lowe, 56, has served as chief operating officer at Redbox since May 2005. Lowe helped build a strong management team at Redbox that grew the Redbox network from 12 kiosks to over 14,000 and was instrumental in developing the concept of $1 per night new release DVD rentals. Prior to this role, Lowe consulted for McDonald’s business development group, focusing on automated vending machines, and in May 2003, became head of operations for McDonald’s redbox DVD vending machine team. Prior to McDonald’s, Lowe was a founding executive at Netflix in 1998, and served as the entertainment domain expert and vice president of Business Development and Strategic Alliances from 1998 to 2003. From 1991 through 1996, Lowe served on the board of directors of the Video Software Dealers Association (VSDA) and as its chairman in 1996.

Dora Summers-Ewing

Summers-Ewing, 52, most recently served as principal and senior client partner at Korn/Ferry International, where she developed and oversaw the firm’s leadership and talent consulting practice for the Western United States. Prior to Korn/Ferry, she worked at RHR International, a major leadership consulting firm, where she led a practice focused on strategic change management and human capital development. Before that, she spent over 12 years in the

telecommunications industry as a sales and marketing executive. Summers-Ewing has served on the boards of directors of the Alzheimer’s Association of Washington, Executive Service Corps and two regional Humane Societies. Summers-Ewing holds a Doctorate in Educational and Counseling Psychology from the University of Missouri at Columbia, a Master’s of Business Administration from Pepperdine University, and a Bachelor of Arts degree in Journalism and Political Science from the University of Southern California.

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, DVD rental, money transfer, electronic payment solutions, and entertainment services. The Company’s products and services can be found at more than 90,000 points of presence including supermarkets, drug stores, mass merchants, financial institutions, convenience stores, restaurants and money transfer agent locations. For more information, visit www.coinstar.com.

Safe Harbor for Forward-Looking Statements

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. The forward-looking statements in this release include statements regarding Coinstar, Inc.’s management and future growth and results. 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 management, 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 our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q 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.

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