exv10w18






Exhibit 10.18









EXECUTIVE DEFERRED COMPENSATION PLAN




As Amended and Restated Effective January 1, 2009





 









 








TABLE OF CONTENTS




	 	 	 
	 	 	Page
	ARTICLE 1 INTRODUCTION
	 	1
	 
	 	 
	1.01 History and Restatement of Plan
	 	1
	1.02 Intent and Status of Plan
	 	1
	 
	 	 
	ARTICLE 2 DEFINITIONS
	 	2
	 
	 	 
	2.01 Beneficiary
	 	2
	2.02 Board
	 	2
	2.03 Committee
	 	2
	2.04 Code
	 	2
	2.05 Company
	 	2
	2.06 Deferred Compensation Account
	 	2
	2.07 Determination Date
	 	3
	2.08 ERISA
	 	3
	2.09 Participant
	 	3
	2.10 Plan
	 	3
	2.11 Plan Year
	 	3
	2.12 Related Company
	 	3
	2.13 Specified Employee
	 	4
	2.14 Terminate or Termination
	 	4
	2.15 Unforeseeable Emergency
	 	4
	 
	 	 
	ARTICLE 3 ELIGIBILITY AND PARTICIPATION
	 	5
	 
	 	 
	ARTICLE 4 ELECTIVE DEFERRALS
	 	6
	 
	 	 
	4.01 Participant’s Accounts
	 	6
	4.02 Elective Deferral Amounts
	 	6
	4.03 Deemed Investment Amounts Credited to Deferred Compensation Accounts
	 	6
	4.04 Allocation of Accrued Earnings and Losses of Deemed Investments
	 	6
	 
	 	 
	ARTICLE 5 DISTRIBUTION OF BENEFITS
	 	8
	 
	 	 
	5.01 In General
	 	8
	5.02 Time of Distribution
	 	8
	5.03 Amount and Method of Distribution of Benefits
	 	9
	5.04 Committee Decision
	 	9
	5.05 Designation of Beneficiaries
	 	9
	 
	 	 
	ARTICLE 6 FINANCING AND UNFUNDED STATUS
	 	11
	 
	 	 
	6.01 Costs Borne by the Company
	 	11
	6.02 Unfunded Plan
	 	11
	6.03 Trust
	 	11






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Table of Contents

(Continued)




	 	 	 
	 	 	Page
	6.04 Unfunded Status
	 	11
	 
	 	 
	ARTICLE 7 ADMINISTRATION
	 	12
	 
	 	 
	8.01 General Administration
	 	12
	8.02 Committee Procedures
	 	12
	8.03 Indemnification of Committee Members
	 	12
	 
	 	 
	ARTICLE 9 CLAIM PROCEDURES
	 	14
	 
	 	 
	9.01 Presentation of Claim
	 	14
	9.02 Review of Claim
	 	14
	9.03 Appealing Claim Denial
	 	15
	9.04 Decision on Appeal
	 	15
	9.05 Legal Action
	 	16
	 
	 	 
	ARTICLE 10 AMENDMENT AND TERMINATION OF PLAN
	 	17
	 
	 	 
	ARTICLE 11 GENERAL PROVISIONS
	 	18
	 
	 	 
	11.01 Limitation of Rights
	 	18
	11.02 No Assignment or Alienation of Benefits
	 	18
	11.03 Successors
	 	18
	11.04 Governing Law
	 	18
	11.05 Entire Agreement
	 	18
	11.06 Unsecured General Creditor
	 	19
	11.07 Not a Contract of Employment
	 	19
	11.08 Captions
	 	19
	11.10 Notice
	 	19
	11.11 Validity
	 	20
	11.12 Incompetent
	 	20
	11.13 Furnishing Information
	 	20
	11.14 Code Section 409A
	 	20






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ARTICLE 1




INTRODUCTION





	1.01	 	History and Restatement of Plan
	 
	 	 	This Coinstar, Inc. Executive Deferred Compensation Plan was established, effective January
1, 2002, as an unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees of Coinstar,
Inc. No deferrals have been permitted under the Plan since December 31, 2004. Prior to
January 1, 2006, the Plan was intended to constitute a “grandfathered” plan that was exempt
from the requirements of Code Section 409A. Effective January 1, 2006, the Plan was
modified to permit Participants to defer payout of amounts for which they had previously
elected in-service distribution dates. Accordingly, all amounts deferred under the Plan
that had not been distributed prior January 1, 2006 became subject to the requirements of
Code Section 409A as of that date. (Amounts distributed prior to January 1, 2006 were not
subject to the requirements of Code Section 409A.) The amendment and restatement set forth
herein is effective as of January 1, 2009 and applies to all benefits that remain unpaid on
or after that date (whether deferred before, on or after January 1, 2005).
	 
	1.02	 	Intent and Status of Plan
	 
	 	 	The Plan is intended to be an unfunded plan maintained by Coinstar, Inc. (the Company)
primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees of the Company (and intended to be within the
exemptions therefore, without limitation, of Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of ERISA and Section 220.104-23 of the Labor Regulations). The Plan is intended
to be “unfunded” for purposes of both ERISA and the Code. The Plan is not intended to be a
qualified plan under Section 401(a) of the Code; rather, the Plan is intended to be a
“nonqualified” plan.





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ARTICLE 2




DEFINITIONS



Each following word, term and phrase shall have the following respective meanings whenever such
word, term or phrase is capitalized and used in any Article of this Plan unless the context clearly
indicates otherwise:





	2.01	 	Beneficiary
	 
	 	 	Beneficiary” means the person, trust or other entity designated by the Participant in
accordance with Section 5.05 hereof to receive payment under the Plan in the event of the
Participant’s death.
	 
	2.02	 	Board
	 
	 	 	“Board” means the Board of Directors of the Company.

	 
	2.03	 	
Committee
	 
	 	 	“Committee” means the Committee appointed by the Board to administer the Plan pursuant to
Article 7 hereof. If no such Committee has been appointed, then the term Committee shall
mean the Company by and through any executive officer duly authorized to act on behalf of
the Company.
	 
	2.04	 	Code
	 
	 	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated thereunder.
	 
	2.05	 	Company
	 
	 	 	“Company” means Coinstar, Inc., a Delaware Corporation and any business organization or
corporation into which Coinstar, Inc. may be merged or consolidated or by which it may be
succeeded.
	 
	2.06	 	Deferred Compensation Account
	 
	 	 	“Deferred Compensation Account” means, for each Participant, the separate book reserve
account (and any subaccounts or parts thereof) maintained by the Company pursuant to Article
4 of this Plan to which were credited (added) all amounts deferred by such Participant under
the Plan prior to January 1, 2005 and from which any distributions shall be subtracted; and
which shall be adjusted for allocation of accrued earnings and losses thereon as described
in Section 4.04 hereof. All amounts, which are credited to such Deferred Compensation
Account, are credited solely for computation purposes and are at all times general assets of
the Company and subject to the claims of the general creditors




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	 	 	of the Company. A Participant’s Deferred Compensation Account shall be utilized solely as a
device for the determination and measurement of the amounts to be paid as deferred
compensation benefits to the Participant or his or her Beneficiary pursuant to the Plan. A
Participant shall not have at any time any interest in or to such Deferred Compensation
Account or in any deemed investment thereof. A Participant’s Deferred Compensation Account
shall not constitute or be treated as a trust or trust fund of any kind.
	 
	2.07	 	Determination Date
	 
	 	 	“Determination Date” means the date on which the Committee determines the value of a
Deferred Compensation Account. The Committee shall determine the value of each Deferred
Compensation Account on the last business day of each month, and at such other times as it
may, in its absolute discretion, determine.
	 
	2.08	 	ERISA
	 
	 	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated thereunder.
	 
	2.09	 	Participant
	 
	 	 	“Participant” means any individual with a Deferred Compensation Account under the Plan. An
individual shall remain a Participant until the balance in his or her Deferred Compensation
Account has been completely distributed.
	 
	2.10	 	Plan
	 
	 	 	“Plan” means the Coinstar, Inc. Executive Deferred Compensation Plan as set forth herein,
together with all amendments hereto.
	 
	2.11	 	Plan Year
	 
	 	 	“Plan Year” means the twelve (12) consecutive month period beginning on each January 1 and
ending on each following December 31 thereafter (the calendar year).
	 
	2.12	 	Related Company
	 
	 	 	“Related Company” means (a) any member of a controlled group of corporations as defined in
Code Section 414(b) of which the Company is also a member or (b) any trade or business
(whether or not incorporated) that is under common control with the Company as determined in
accordance with Code Section 414(c). In determining whether a corporation, trade or
business is a Related Company, including for purposes of determining whether the Participant
has Terminated, the eighty percent (80%) ownership tests set forth in Code Section
1563(a)(1), (2) and (3) and Treasury Regulations Section 1.414(c)-2 shall remain at eighty
percent (80%), notwithstanding anything to the contrary in Treasury Regulation Section
1.409A-1(h)(3).




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	2.13	 	Specified Employee
	 
	 	 	“Specified Employee” means a Participant who, as of the date of the Participant’s
Termination, is a key employee of the Company or any Related Company, but only if the stock
of the Company or any Related Company is publicly traded on an established securities market
or otherwise on the date of such Participant’s Termination. A Participant is a key employee
if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii)
(applied in accordance with the regulations thereunder and disregarding Code Section
416(i)(5)) at any time during the twelve (12) month period ending on a “specified employee
identification date.” If a Participant is a key employee as of a specified employee
identification date, he or she is treated as a Specified Employee for the twelve (12) month
period beginning on the related “specified employee effective date.” Unless the Company and
the Related Companies have designated different dates as the specified employee designation
date and/or the specified employee effective date in accordance with the provisions of
Treasury Regulation Sections 1.409A-1(i)(3) and (4), the specified employee designation date
shall be December 31 of each year and the specified employee effective date shall be the
following April 1.
	 
	2.14	 	Terminate or Termination
	 
	 	 	“Terminate” and its derivations, such as “Termination,” means separation from service,
within the meaning of Code Section 409A(a)(2)(A)(i), with the Company and the Related
Companies for any reason.
	 
	2.15	 	Unforeseeable Emergency
	 
	 	 	“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting
from an illness or accident of the Participant, the Participant’s spouse, the Participant’s
Beneficiary or the Participant’s dependent (as defined in Code Section 152(a)), without
regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due
to casualty (including the need to rebuild a home following damage to a home not otherwise
covered by insurance, for example, not as a result of a natural disaster); or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant. For example: (a) the imminent foreclosure of or eviction from
the Participant’s primary residence may constitute an Unforeseeable Emergency; (b) the need
to pay for medical expenses, including nonrefundable deductibles, as well as for the costs
of prescription drug medication may constitute an Unforeseeable Emergency; (c) the need to
pay for the funeral expenses of a spouse, a Beneficiary, or a dependent (as defined in Code
Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)) may constitute an
Unforeseeable Emergency; and (d) the purchase of a home and the payment of college tuition
do not constitute Unforeseeable Emergencies.




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ARTICLE 3




ELIGIBILITY AND PARTICIPATION



No one shall become a Participant in the Plan after December 31, 2004.



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ARTICLE 4




ELECTIVE DEFERRALS





	4.01	 	Participant’s Accounts
	 
	 	 	The Company shall maintain for each Participant a Deferred Compensation Account for the
purpose of measuring and determining amounts payable under this Plan. The Company shall
maintain such subaccounts within such Deferred Compensation Accounts as it determines to be
necessary for the proper administration of the Plan. The provisions of this Article 4 shall
govern such Deferred Compensation Accounts.
	 
	4.02	 	Elective Deferral Amounts






	 	(a)	 	Elective Deferrals Amounts. No new deferrals shall be permitted under
the Plan after December 31, 2004.
	 
	 	(b)	 	Vesting. A Participant shall at all times be one hundred percent
(100%) vested in his or her Deferred Compensation Account.






	4.03	 	Deemed Investment Amounts Credited to Deferred Compensation Accounts
	 
	 	 	Solely as a device to measure amounts payable to Participants or Beneficiaries hereunder,
the Committee shall establish uniform and nondiscriminatory rules consistent with this
Section 4.03 for the treatment of amounts credited to a Participant’s Deferred Compensation
Account based on the return of a set of investment funds designated by the Committee. No
investment of such amounts is required. The Company shall retain the discretion to invest
all amounts credited to a Participant’s Deferred Compensation Account under this Plan as it
deems appropriate. The Committee may, in its sole discretion, permit Participants to
designate deemed investment of amounts credited to a Participant’s Deferred Compensation
Account among investment funds designated by the Committee and to make transfers among such
funds. In no event shall a Participant’s designated deemed investment in a fund be
considered or construed in any manner, as an actual investment in any such fund, and in the
event that the Company, in its own discretion, decides to invest funds in any or all of the
funds, no Participant shall have any rights in or to such investments themselves.
	 
	4.04	 	Allocation of Accrued Earnings and Losses of Deemed Investments
	 
	 	 	Solely as a device to measure amounts payable to Participants or Beneficiaries hereunder,
the Committee shall establish uniform and nondiscriminatory rules consistent with this
Section 4.04 to determine accrued income, gains and losses from the investments of Deferred
Compensation Accounts deemed to be made pursuant to Section 4.03 hereof to be allocated
among Participant Deferred Compensation Accounts. Any accrued earnings and losses shall be
allocated and credited (or debited) to a Participant’s Deferred




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	 	 	Compensation Account on a monthly (or, if so determined by the Committee, more frequent)
basis.




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ARTICLE 5




DISTRIBUTION OF BENEFITS





	5.01	 	In General
	 
	 	 	The provisions of this Article 5 govern the distribution of amounts payable under this Plan.
A Participant who Terminates for any reason shall be entitled to distribution of benefits
pursuant to this Article.
	 
	5.02	 	Time of Distribution






	 	(a)	 	Unless distributed earlier pursuant to Section 5.02(b) or (c), the Company
shall distribute the balance credited to a Participant’s Deferred Compensation Account
as of the applicable Determination Date to such Participant (or to such Participant’s
Beneficiary, in the case of a deceased Participant) within ninety (90) days after the
date of such Participant’s Termination. Notwithstanding the foregoing, in the case of
any Specified Employee, any distribution due upon Termination shall be made within
ninety (90) days after the earlier of (i) date that is six (6) months after the date of
the Specified Employee’s Termination, and (ii) the date of the Specified Employee’s
death.
	 
	 	(b)	 	If, at the time he or she elected to defer compensation for a calendar year, a
Participant also elected to withdraw such deferrals (adjusted for earnings and losses
thereon) as of a specified date, then the Company shall distribute the portion of the
Participant’s Deferred Compensation Account attributable thereto within ninety (90)
days after the first day of the calendar year containing the date specified by the
Participant. A Participant who elected such an in-service withdrawal may defer such
withdrawal to a later date; provided, however, that such deferral election (i) must be
made in writing (in accordance with, and subject to, such rules and procedures as the
Committee shall establish) at least twelve (12) months prior to the first day of the
calendar year in which the withdrawal would otherwise have occurred and (ii) must
result in the withdrawal being delayed until at least the fifth (5th) anniversary of
the date on which it would otherwise have occurred.
	 
	 	(c)	 	If the Participant experiences an Unforeseeable Emergency, the Participant may
request a distribution from his or her Deferred Compensation Account under the Plan.
The amount of any such distribution may not exceed the lesser of the balance in the
Participant’s Deferred Compensation Account as of the date of distribution or the
amount reasonably necessary to satisfy the emergency need (which may include amounts
necessary to pay Federal, state, local or foreign income taxes or penalties reasonably
anticipated to result from the distribution). Whether the Participant has experienced
an Unforeseeable Emergency permitting a distribution under this Section 5.02(c) shall
be determined by the Committee based on the relevant facts and circumstances of each
case, but, in any case, a




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	 	 	 	distribution on account of an Unforeseeable Emergency may not be made to the extent
that the emergency need is or may be relieved through reimbursement or compensation
by insurance or otherwise, or by liquidation of the Participant’s assets (to the
extent the liquidation would not itself cause severe financial hardship). The
Participant shall be required to submit a written request for such a withdrawal,
together with such supporting documentation as the Committee may require, to the
Committee for review and approval. If the Committee approves the Participant’s
request, any distribution shall be made within ninety (90) days after such approval.
	 
	 	(d)	 	The actual date during the applicable ninety (90) day period on which
distribution will be made shall be determined by the Committee, in its sole and
absolute discretion, and neither the Participant nor his or her Beneficiary shall have
any right to designate that date.






	5.03	 	Amount and Method of Distribution of Benefits
	 
	 	 	A Participant shall be entitled to receive a distribution of the balance credited to his or
her Deferred Compensation Account (or the portion of such balance that is being distributed)
as of the Determination Date coinciding with or immediately preceding the date on which the
distribution is processed. All distributions (including withdrawals) shall be made in a
lump sum.
	 
	5.04	 	Committee Decision
	 
	 	 	Any decision to be made under this Article 5 with respect to the distribution of benefits
with respect to a Participant under this Plan shall be made by the Committee, but such
Participant shall exclude himself therefrom for purposes of those decisions if such
Participant is a member of the Committee.
	 
	5.05	 	Designation of Beneficiaries
	 
	 	 	A Participant may elect to designate a Beneficiary(ies) to receive any benefits payable
under this Plan upon the Participant’s death. The Committee may prescribe a particular
Beneficiary designation form and, if it does so, no Beneficiary designation shall be valid
unless it is made on such form. In the event of a new Beneficiary designation, all
Beneficiary designations previously filed shall be cancelled. No designation or change in
designation of a Beneficiary shall be effective until received and acknowledged in writing
by the Committee or its designated agent. The Participant may change such designation from
time to time and the last written designation delivered to the Committee prior to the
Participant’s death will control. If the Participant fails to specifically designate a
Beneficiary, or such designation is invalid, or if no designated Beneficiary survives the
Participant, or if all designated Beneficiaries who survive the Participant die before all
payments are made, then the remaining payments shall be made to the Participant’s surviving
spouse if such spouse is then living; if such spouse is not living, then to the executors or
administrators of the estate of the Participant. If the Committee has any doubts as to the
proper beneficiary to receive payment pursuant to this Plan, the





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	 	 	Committee shall have the right, exercisable in its discretion to cause the Participating
Companies to withhold such payments until the matter is resolved to the Committee’s
satisfaction.




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ARTICLE 6




FINANCING AND UNFUNDED STATUS





	6.01	 	Costs Borne by the Company
	 
	 	 	The costs of the Plan shall be borne by the Company.
	 
	6.02	 	Unfunded Plan
	 
	 	 	All benefits under the Plan shall be paid from the Company’s general assets. Participants
and their Beneficiaries, heirs, successors, and assigns shall have no secured legal or
equitable rights, interest or claims in or to any property or assets of the Company, nor
shall they be beneficiaries of, or have any rights, claims or interests in any property or
asset which may be acquired by the Company. The Company need not hold any assets in trust
or as collateral security for the fulfilling of the obligations of the Company under this
Plan. Any and all of the Company’s assets and policies shall be, and remain, the general,
unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future, and the
Participants shall have the status of general unsecured creditors of the Company.
	 
	6.03	 	Trust
	 
	 	 	At its sole discretion, the Company may establish one (1) or more trusts, with such trustees
as the Board may approve, for the purpose of providing for the payment of benefits owed
under the Plan. Although such a trust may be irrevocable, its assets shall be held for
payment of all the Company’s general creditors in the event of the Company’s insolvency. To
the extent any benefits provided under the Plan are paid from any such trust, the Company
shall have no further obligation to pay them. If not paid from any trust, such benefits
shall remain the obligation of the Company.
	 
	6.04	 	Unfunded Status
	 
	 	 	This Plan is intended to be unfunded for purposes of both ERISA and the Code.





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ARTICLE 7




ADMINISTRATION





	8.01	 	General Administration
	 
	 	 	The Board shall appoint a Committee consisting of not less than three (3) persons to
administer the Plan. Any member of the Committee may at any time be removed, with or
without cause, and his or her successor appointed by the Board, and any vacancy caused by
death, resignation or other reason shall be filled by the Board. The Committee shall be the
plan administrator of the Plan and in general shall be responsible for the management and
administration of the Plan. The Committee shall have full power and discretionary authority
to administer the Plan in all of its details (including, without limitation, the
discretionary authority to decide all claims for benefits and to construe and interpret the
terms of the Plan), subject to applicable requirements of law. The Committee may approve
amendments to the Plan, without prior approval or subsequent ratification by the Board, if
the amendment: (i) does not significantly change the benefits provided under the Plan
(except as required by a change in applicable law); (ii) does not significantly increase the
costs of the Plan; or (iii) the amendment is intended either to enable the Plan to remain in
compliance with the requirements of the Code, ERISA, or other applicable law, or to
facilitate administration of the Plan. A duly authorized officer of the Company shall
execute the amendment, evidencing the Company’s adoption of the amendment.
	 
	 	 	No member of the Committee who is an employee of the Company shall receive compensation for
his or her services to the Plan. The Committee shall have such duties and powers as may be
necessary to discharge its duties under this Plan. The fiscal records of the Plan shall be
maintained on the basis of the Plan Year.
	 
	8.02	 	Committee Procedures
	 
	 	 	The Committee may act at a meeting or in writing without a meeting. The Committee may adopt
such by-laws and regulations, as it deems desirable for the conduct of its affairs. All
decisions shall be made by majority vote. No member of the Committee who is at any time a
Participant in this Plan shall vote in a decision of the Committee (whether in a meeting or
by written action) made specifically and uniquely with respect to such member of the
Committee or amount, payment, timing, form or other aspect of the benefits of such Committee
member under this Plan.
	 
	8.03	 	Indemnification of Committee Members
	 
	 	 	The Participating Companies shall indemnify and hold harmless each member of the Committee
against any and all liability, claims, damages and expense (including all expenses
reasonably incurred in such Committee member’s defense in the event that the Company fails
to provide such defense upon such Committee member’s written request)




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	 	 	which the Committee member may incur while acting in good faith in the administration of the
Plan.




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ARTICLE 9



CLAIM PROCEDURES





	9.01	 	Presentation of Claim
	 
	 	 	Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary
being referred to below as a “Claimant”), or his or her authorized representative, may
deliver to the Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. The Committee shall have the discretionary
authority to decide all claims for benefits and to construe and interpret the terms of the
Plan.
	 
	9.02	 	Review of Claim






	 	(a)	 	Claims will be decided by the Committee, which will make its decision with
respect to a claim and notify the Claimant (or his or her authorized representative) in
writing of such decision within ninety (90) days after receiving the claim. The
Committee may extend this ninety (90) day period for an additional ninety (90) days if
it determines that special circumstances require additional time to process the claim.
The Committee shall notify the Claimant (or his or her authorized representative) in
writing of any such extension within ninety (90) days of receiving the claim. The
notice will include the reason(s) why the extension is necessary and the date by which
the Committee expects to render its decision on the claim.
	 
	 	(b)	 	If a claim is partially or completely denied, the written notice to the
Claimant (or his or her authorized representative) will include:






	 	(i)	 	The specific reason or reasons for the denial;
	 
	 	(ii)	 	Reference to the specific Plan provisions on which the denial
is based;
	 
	 	(iii)	 	A description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation of why such
material or information is necessary; and
	 
	 	(iv)	 	A description of the Plan’s claim appeal procedure (and the
time limits applicable thereto), including a statement of the Claimant’s right
to bring a civil action under Section 502(a) of ERISA, following an adverse
determination on appeal.






	 	(c)	 	If a Claimant submits a claim in accordance with the procedure described above
and does not hear from the Committee (or its delegate) within ninety (90) days, the
claim shall be deemed denied.




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	9.03	 	Appealing Claim Denial






	 	(a)	 	If a claim is partially or completely denied, the Claimant has the right to
appeal the denial. To appeal a claim denial, the Claimant (or his or her authorized
representative) must file a written request for appeal with the Committee within sixty
(60) days after receiving written notice of the claim denial or, if the Claimant does
not hear from the Committee within the relevant time period set forth in Section
9.02(a), within sixty (60) days after the last day of such period. This written
request for appeal should include:






	 	(i)	 	A statement of the grounds on which the appeal is based;
	 
	 	(ii)	 	Reference to the specific Plan provisions that support your
claim;
	 
	 	(iii)	 	The reason(s) or argument(s) why the Claimant believes the
claim should be granted and the evidence supporting each reason or argument;
and
	 
	 	(iv)	 	Any other comments, documents, records or information relating
to the claim that the Claimant wishes to submit.






	 	(b)	 	The Claimant (or his or her authorized representative) will be provided, upon
request and free of charge, reasonable access to, and copies of, all documents, records
and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to
his or her claim.






	9.04	 	Decision on Appeal






	 	(a)	 	Appeals will be decided by the Committee, which will render its decision with
respect to an appeal and notify the Claimant (or his or her authorized representative)
in writing of such decision within sixty (60) days after receiving the appeal. The
Committee may extend this sixty (60) day period for an additional sixty (60) days if it
determines that special circumstances require additional time to process the appeal.
The Committee will notify the Claimant (or his or her authorized representative) in
writing of any such extension within sixty (60) days of receiving the appeal. The
notice will included the reason(s) why the extension is necessary and the date by which
the Committee expects to render its decision on the appeal. In reaching its decision,
the Committee will take into account all of the comments, documents, records and other
information that the Claimant (or his or her authorized representative) submitted,
without regard to whether such information was submitted or considered by the Committee
in its initial denial of the claim.
	 
	 	(b)	 	If a claim is partially or completely denied on appeal, the written notice of
claim denial will include the following:






	 	(i)	 	The specific reason or reasons for the denial;
	 
	 	(ii)	 	Reference to the specific Plan provisions on which the denial
is based;




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	 	(iii)	 	A statement that the Claimant (or his or her authorized
representative) is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other
information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to
the claim; and
	 
	 	(iv)	 	A statement of the Claimant’s right to bring an action under
Section 502(a) of ERISA.






	 	(c)	 	If a Claimant files an appeal in accordance with the procedure described above
and does not hear from the Committee within sixty (60) days, the appeal shall be deemed
denied.






	9.05	 	Legal Action
	 
	 	 	A Participant or Beneficiary must comply with the claim and appeal procedures described
above before seeking any other legal recourse (including filing a law suit) regarding claims
for benefits. If a Claimant wishes to file a court action after exhausting the foregoing
procedures, the Claimant (or his or her authorized representative) must file such action in
a court of competent jurisdiction within one hundred eighty (180) days after the date on
which the Claimant (or his or her authorized representative) received the Committee’s
written denial of the appeal or, if the Claimant does not hear from the Committee within the
relevant time period set forth in Section 9.04(a), within one hundred eighty (180) days
after the last day of such period. Court actions may not be commenced after this one
hundred eighty (180) day period. Any judicial review of the Committee’s decision on a claim
will be limited to whether, in the particular instance, the Committee abused its discretion.
In no event will such judicial review be on a de novo basis, because the Committee has
discretionary authority to determine eligibility for (and the amount of) benefits under the
Plan and to construe and interpret the terms and provisions of the Plan.




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ARTICLE 10




AMENDMENT AND TERMINATION OF PLAN



Generally, the Company shall have the right to amend or terminate the Plan by action of the Board
(or the Committee to the extent provided in Section 1) at any time; provided, however, that no
amendment or termination may reduce the balance in a Participant’s Deferred Compensation Account.
A duly authorized officer of the Company shall execute the amendment, evidencing the Company’s
adoption of the amendment. If the Plan is terminated, then the balance credited to the
Participant’s Deferred Compensation Account will be distributed at the same time and in the same
form as it would have been distributed had the Plan not been terminated, unless the Board, in its
sole and absolute discretion, directs that distributions occur sooner in accordance with the
provisions of Treasury Regulation Section 1.409A-3(j)(4)(ix).



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ARTICLE 11




GENERAL PROVISIONS





	11.01	 	Limitation of Rights






	 	 	Neither the establishment of this Plan nor any amendment thereof, nor the payment of any
benefits, will be construed as giving to any Participant, Beneficiary, or other person any
legal or equitable right against the Company, except as provided herein. Neither the
establishment of this Plan nor any amendment thereof, nor the payment of benefits, nor any
action taken with respect to this Plan shall confer upon any person the right to be
continued in the employment of the Company or Related Company.
	 
	11.02	 	No Assignment or Alienation of Benefits
	 
	 	 	The rights of a Participant, Beneficiary or any other person to payment of benefits under
this Plan may not be assigned, transferred, anticipated, conveyed, pledged or encumbered;
nor shall any such right be in any manner subject to levy, attachment, execution,
garnishment or any other seizure under legal, equitable or other process for payment of any
debts, judgments, alimony, or separate maintenance, or reached or transferred by operation
of law in the event of bankruptcy, insolvency or otherwise (except to the extent required by
applicable law); provided, however, that a Participant shall have the right
to designate in writing and in accordance with the provisions of Section 5.05 hereof primary
and contingent Beneficiaries to receive benefit payments subsequent to the death of the
Participant. Notwithstanding the foregoing, the Committee, in its sole discretion, may
authorize payment (including immediate payment) to an alternate payee to the extent
necessary to fulfill a “domestic relations order,” as defined in Code Section 414(p)(1)(B).
	 
	11.03	 	Successors
	 
	 	 	The provisions of this Plan shall be binding upon and inure to the benefit of the Company,
its successors and assigns, and each Participant and his or her heirs, executors,
administrators and legal representatives.
	 
	11.04	 	Governing Law
	 
	 	 	The provisions of this Plan shall be construed and interpreted according to the internal
laws of the State of Washington without regard to its conflicts of laws principles, to the
extent such laws are not preempted by ERISA or other applicable federal law.
	 
	11.05	 	Entire Agreement
	 
	 	 	This plan document together with any agreement or documents referred to herein represents
the entire agreement between the Company and any Participant in this Plan with respect to
any interests in benefits payable under this Plan. This agreement




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	 	 	supersedes any and all prior agreements between the Company and any Participant, whether
such agreement or agreements were written or oral with respect to any interests in benefits
payable under this Plan. Any amendment or modification to the terms of this Plan must be in
writing and signed by an authorized officer of the Company.






	11.06	 	Unsecured General Creditor
	 
	 	 	Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in any property or assets of a Company. For purposes
of the payment of benefits under this Plan, any and all of a Company’s assets shall be, and
remain, the general, unpledged, unrestricted assets of the Company. A Company’s obligation
under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the
future.
	 
	11.07	 	Not a Contract of Employment
	 
	 	 	The terms and conditions of this Plan shall not be deemed to constitute a contract of
employment between the Company and a Participant. Such employment is hereby acknowledged to
be an “at will” employment relationship that can be terminated at any time for any reason,
or no reason, with or without cause, and with or without notice, unless expressly provided
in a written employment agreement. Nothing in this Plan shall be deemed to give a
Participant the right to be retained in the service of the Company, either as an employee or
consultant, or to interfere with the right of the Company to discipline or discharge the
Participant at any time.
	 
	11.08	 	Captions
	 
	 	 	The captions of the articles, sections and paragraphs of this Plan are for convenience only
and shall not control or affect the meaning or construction of any of its provisions.
	 
	11.10	 	Notice
	 
	 	 	Any notice or filing required or permitted to be given to the Committee under this Plan
shall be sufficient if in writing and hand-delivered, or sent by registered or certified
mail, to the address below:





Benefits Committee

Coinstar, Inc.

1800 114th Avenue SE

Bellevue, WA 98004





	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.
	 
	 	 	Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.



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	11.11	 	Validity
	 
	 	 	In case any provision of this Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be
construed and enforced as if such illegal or invalid provision had never been inserted
herein.
	 
	11.12	 	Incompetent
	 
	 	 	If the Committee determines in its discretion that a benefit under this Plan is to be paid
to a minor, a person declared incompetent or to a person incapable of handling the
disposition of that person’s property, the Committee may direct payment of such benefit to
the guardian, legal representative or person having the care and custody of such minor,
incompetent or incapable person, or the Committee may direct the payment of such benefit in
such manner as the Committee considers advisable. Any payment of a benefit shall be a
payment for the account of the Participant and the Participant’s Beneficiary, as the case
may be, and shall be a complete discharge of any liability under the Plan for such payment
amount.
	 
	11.13	 	Furnishing Information
	 
	 	 	A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any
and all information requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as the Committee
may deem necessary.
	 
	11.14	 	Code Section 409A
	 
	 	 	The Company makes no representations or warranties to any Participant with respect to any
tax, economic or legal consequences of participating in this Plan, including without
limitation under Code Section 409A, and no provision of this Plan shall be interpreted or
construed to transfer any liability for failure to comply with Code Section 409A or any
other legal requirement from any Participant or any other person to the Company, any Related
Company or any other person. The Participant, by having elected to defer compensation under
the Plan, shall be deemed to have waived any claim against the Company, the Related
Companies and any other person with respect to any such tax, economic or legal consequences.
However, to the extent Code Section 409A is applicable to the Plan and the benefits
provided hereunder, the Company intends that the Plan comply with the deferral, payout and
other limitations and restrictions imposed under Code Section 409A. Notwithstanding any
provision of the Plan to the contrary, the Plan shall be interpreted, operated and
administered in a manner consistent with such intention. Moreover, the Plan shall be deemed
to be amended, and any deferrals and distribution elections hereunder shall be deemed to be
modified, to the extent the Committee determines to be necessary and effective to comply
with the requirements of Code Section 409A and to avoid or mitigate the imposition of
additional taxes under Code Section 409A, while preserving to the maximum extent possible
the essential economics of the Participants’ rights under the Plan.




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* * *



IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed for and on behalf of the
Company by its duly authorized officers on this the 31st day of December, 2008.




	 	 	 	 	 	 	 
	 	 	COINSTAR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ Donald Rench
 

Secretary
	 	 





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