exv10w20






EXHIBIT 10.20

For Grants Made After December 12, 2005

to Plan Participants Other than the CEO, COO or CFO




COINSTAR, INC.

1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN

STOCK OPTION GRANT NOTICE




     Coinstar, Inc. (the “Company”) hereby grants to Participant an Option (the “Option”) to
purchase shares of the Company’s Common Stock. The Option is subject to all the terms and
conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and in the Stock
Option Agreement and the Company’s 1997 Amended and Restated Equity Incentive Plan (the “Plan”),
which are attached to and incorporated into this Grant Notice in their entirety.



	 	 	 
	Participant:

	 	                                        
	 
	 	 
	Identification Number (SS#):

	 	                                        
	 
	 	 
	Address:

	 	                                        
	 
	 	 
	 

	 	                                        
	 
	 	 
	 

	 	                                        
	 
	 	 
	 

	 	                                        
	 
	 	 
	Option Number:

	 	                                        
	 
	 	 
	Grant Date:

	 	                                        
	 
	 	 
	Type of Option:

	 	                                        
	 
	 	 
	Number of Shares Subject to Option:

	 	                                        
	 
	 	 
	Exercise Price (per Share):

	 	                                        
	 
	 	 
	Total Option Price:

	 	                                        
	 
	 	 
	Vesting Commencement Date:

	 	                                        
	 
	 	 
	Vesting and Exercisability Schedule:

	 	[The Share Option shall be
exercisable in accordance with a
vesting schedule under which
one-fourth (1/4) of the Share Options
will vest on the first anniversary of
the Grant Date, and one-fourth (1/4)
of the Share Options will vest on
each of the second, third and fourth
anniversaries of the Grant Date.]
	 
	 	 
	Option Expiration Date:

	 	                                        
(subject to earlier termination in
accordance with the terms of the Plan
and the Stock Option Agreement)





Additional Terms/Acknowledgement: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Stock Option Agreement, the Plan and the Plan
Summary. Participant further acknowledges that as of the Grant Date, this Grant Notice, the Stock
Option Agreement and the Plan set forth the entire understanding between Participant and the
Company regarding the Option and supersede all prior oral and written agreements on the subject.




	 	 	 
	COINSTAR, INC.

	 	PARTICIPANT
	 
	 	 
	[Electronic signature]

	 	[Electronic signature]
	Attachments:
	 	 
	1. Stock Option Agreement
	 	 
	2. 1997 Amended and Restated Equity Incentive Plan
	 	 
	3. Plan Summary
	 	 
















 





COINSTAR, INC.

1997 Amended and Restated Equity Incentive Plan




STOCK OPTION AGREEMENT




     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement,
Coinstar, Inc. has granted you an Option under its 1997 Amended and Restated Equity Incentive Plan
(the “Plan”) to purchase the number of shares of the Company’s Common Stock (the “Shares”) at the
exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this
Stock Option Agreement have the same definitions as in the Plan.



     The details of the Option are as follows:



     1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will
vest and become exercisable as provided in your Grant Notice, except that vesting will cease upon
termination of your employment or service relationship with the Company and the unvested portion of
the Option will terminate.



     2. Securities Law Compliance. At the present time, the Company has an effective registration
statement with respect to the Shares. The Company intends to maintain this registration but has no
obligation to do so. In the event that such registration is no longer effective, you will not be
able to exercise the Option unless exemptions from registration under federal and state securities
laws are available; such exemptions from registration are very limited and might be unavailable.
The exercise of the Option must also comply with any other applicable laws and regulations
governing the Option, and you may not exercise the Option if the Company determines that such
exercise would not be in material compliance with such laws and regulations.



     3. Incentive Stock Option Qualification. If so designated in your Grant Notice, all or a
portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax
law, but the Company does not represent or guarantee that the Option qualifies as such.



     If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market
Value (determined as of the Grant Date) of the shares of Common Stock subject to the portions of
the Option and all other Incentive Stock Options you hold that first become exercisable during any
calendar year exceeds $100,000, any excess portion will be treated as a Nonstatutory Stock Option,
unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit
for Incentive Stock Options. A portion of the Option may be treated as a Nonstatutory Stock Option
if certain events cause exercisability of the Option to accelerate.



     4. Notice of Disqualifying Disposition. To the extent the Option has been designated as an
Incentive Stock Option, to obtain certain tax benefits afforded to Incentive Stock Options, you
must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and
one year after the date of exercise. You may be subject to the alternative minimum tax at the time
of exercise. You should obtain tax advice when exercising the Option and prior to the disposition
of the Shares. By accepting the Option, you agree to promptly notify the Company if you dispose of
any of the Shares within one year from the date you exercise all or part of the Option or within
two years from the Grant Date.



     5. Method of Exercise. You may exercise the Option by giving written notice to the Company,
in form and substance satisfactory to the Company, which will state your election to exercise the
Option and the number of Shares for which you are exercising the Option. The written













 







notice must be accompanied by full payment of the exercise price for the number of Shares you
are purchasing. You may make this payment in any combination of the following: (a) by cash;
(b) by check acceptable to the Company; (c) if permitted by the Plan Administrator, by using shares
of Common Stock you have owned for at least six months; (d) if the Common Stock is registered under
the Exchange Act, by instructing a broker to deliver to the Company the total payment required; or
(e) by any other method permitted by the Plan Administrator.



     6. Treatment Upon Termination of Employment or Service Relationship. The unvested portion of
the Option will terminate automatically and without further notice immediately upon termination of
your employment or service relationship with the Company for any reason (the “Employment
Termination Date”). You may exercise the vested portion of the Option as follows:



          (a) General Rule. You must exercise the vested portion of the Option on or before the earlier
of (i) three months after your Employment Termination Date and (ii) the Option Expiration Date;




          (b) Disability. If your employment or service relationship terminates due to Retirement or
Disability, you must exercise the vested portion of the Option on or before the earlier of
(i) twelve months after your Employment Termination Date and (ii) the Option Expiration Date; and




          (c) Death. If your employment or service relationship terminates due to your death, the
vested portion of the Option must be exercised on or before the earlier of (i) twelve months after
your Employment Termination Date and (ii) the Option Expiration Date.




     It is your responsibility to be aware of the date the Option terminates.



     7. Limited Transferability. During your lifetime only you can exercise the Option. The
Option is not transferable except by will or by the applicable laws of descent and distribution,
except that Nonstatutory Stock Options may be transferred to the extent permitted by the Plan
Administrator. The Plan provides for exercise of the Option by a designated beneficiary or the
personal representative of your estate.



     8. Withholding Taxes. As a condition to the exercise of any portion of an Option, you must
make such arrangements as the Company may require for the satisfaction of any federal, state, local
or foreign withholding tax obligations that may arise in connection with such exercise.



     9. Company Transaction. In the event of a merger, reorganization or sale of substantially all
of the assets of the Company (a “Company Transaction”), then to the extent permitted by applicable
law (i) any surviving corporation or a parent of such surviving corporation shall assume any vested
or unvested Option outstanding under the Plan or shall substitute a similar Option for that
outstanding under the Plan, or (ii) such Option shall continue in full force and effect. Any
Option assumed or replaced in connection with such a Company Transaction shall automatically become
fully vested and exercisable with respect to 50% of the unvested portion of the Option (the
forfeiture or repurchase provisions to which such Option may be subject shall lapse to the same
extent) in the event that your employment or service relationship with the successor company should
terminate (i) in connection with the Company Transaction or (ii) subsequently within one year
following such Company Transaction, unless such employment or service relationship is terminated by
the successor company for Cause or by you voluntarily without Good Reason. In the event any
surviving corporation or its parent refuses to assume or continue such Option, or to substitute a



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similar Option for that outstanding under the Plan, then, with respect to an Option held by
you if then performing services as Employee, Director or Consultant, the time during which such
Option may be exercised shall be accelerated, the vesting of such Option shall be accelerated and
the Option terminated if not exercised prior to such event.



     “Good Reason” means the occurrence of any of the following events or conditions and the
failure of the successor company to cure such event or condition within 30 days after receipt of
written notice from you:


(a) a change in your status, position or responsibilities (including reporting responsibilities)
that, in your reasonable judgment, represents a substantial reduction in your status, position or
responsibilities as in effect immediately prior thereto; the assignment to you of any duties or
responsibilities that, in your reasonable judgment, are materially inconsistent with such status,
title, position or responsibilities; or any removal from or failure to reappoint or reelect you to
any of such positions, except in connection with the termination of your employment for Cause, as a
result of you disability or death, or by you other than for Good Reason;



(b) a reduction in your annual base salary;



(c) the successor company’s requiring you (without your consent) to be based at any place outside a
50-mile radius of your place of employment prior to a Company Transaction, except for reasonably
required travel on the successor company’s business that is not materially greater than such travel
requirements prior to the Company Transaction;



(d) the successor company’s failure to (i) continue in effect any material compensation or benefit
plan (or the substantial equivalent thereof) in which you were participating at the time of a
Company Transaction, including, but not limited to, the Plan, or (ii) provide you with compensation
and benefits substantially equivalent (in terms of benefit levels and/or reward opportunities) to
those provided for under each material employee benefit plan, program and practice as in effect
immediately prior to the Company Transaction;



(e) any material breach by the successor company of its obligations to you under the Plan or any
substantially equivalent plan of the successor company; or



(f) any purported termination of your employment or service relationship for Cause by the successor
company that is not in accordance with the definition of Cause under the Plan.




     “Cause,” unless otherwise defined in an employment or services agreement between the Company
and you, means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential
information or trade secrets, or conviction or confession of a crime punishable by law (except
minor violations), in each case as determined by the Plan Administrator, and its determination
shall be conclusive and binding.



     10. Option Not an Employment or Service Contract. Nothing in the Plan or any Award granted
under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer
any right for you to continue in the employ of, or to continue any other relationship with, the
Company or any related corporation or limit in any way the right of the Company or any related
corporation to terminate your employment or other relationship at any time, with or without Cause.



     11. No Right to Damages. You will have no right to bring a claim or to receive damages if you
are required to exercise the vested portion of the Option within three months (one



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year in the case of Retirement, Disability or death) of the Employment Termination Date or if
any portion of the Option is cancelled or expires unexercised. The loss of existing or potential
profit in Awards will not constitute an element of damages in the event of termination of
employment or service relationship for any reason even if the termination is in violation of an
obligation of the Company or a related corporation to you.



     12. Binding Effect. This Agreement will inure to the benefit of the successors and assigns of
the Company and be binding upon you and your heirs, executors, administrators, successors and
assigns.



     13. Section 409A. Awards under the Plan are intended either to be exempt from the rules of
Section 409A or to satisfy those rules, and shall be construed accordingly.



     [Insert these sections for non-US Residents: 14. Limitation on Rights; No Right to Future
Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the
grant of the Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature
and may be suspended or terminated by the Company at any time; (b) that the grant of the Option is
a one-time benefit which does not create any contractual or other right to receive future grants of
options, or benefits in lieu of options; (c) that all determinations with respect to any such
future grants, including, but not limited to, the times when options will be granted, the number of
shares subject to each option, the option price, and the time or times when each option will be
exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan
is voluntary; (e) that the value of the Option is an extraordinary item of compensation which is
outside the scope of your employment contract, if any; (f) that the Option is not part of normal or
expected compensation for purposes of calculating any severance, resignation, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
(g) that the vesting of the Option ceases upon termination of employment or service relationship
with the Company for any reason except as may otherwise be explicitly provided in the Plan or this
Agreement or otherwise permitted by the Plan Administrator; (h) that the future value of the Shares
underlying the Option is unknown and cannot be predicted with certainty; and (i) that if the Shares
underlying the Option do not increase in value, the Option will have no value.



     15. Employee Data Privacy. You understand that the Company and its subsidiaries and affiliates
(“the Data Holder”) hold certain personal information (“Data”) in connection with the Plan. You
further understand that recipients of Data may be located in the European Economic Area or
elsewhere, such as the US. You hereby authorise recipients (including the Data Holder) to receive,
possess, use and transfer the Data (including any requisite transfer to a broker or other third
party) as may be required for the administration of the Plan and/or the subsequent holding of
shares on your behalf, in electronic or other form, for the purposes of administering the Plan. You
understand that withdrawal of this consent may affect your ability to participate in the Plan.


     [Insert this section for UK residents only 16. Tax Withholding. Where, in relation to this
Option, the Company or any subsidiary or affiliate is liable to account to the Inland Revenue for
any sum in respect of any income tax and national insurance contributions under Pay As You Earn,
you hereby agree that the Company or any subsidiary or affiliate shall be entitled to withhold or
collect such income tax and national insurance contributions in the manner indicated below:




	 	(i)	 	by deduction from salary or any other payment payable to you at any
time on or after the date on which any income tax charge arises in
respect of the Plan;
	 




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	 	(ii)	 	directly from you by payment in cleared funds, or
	 
	 
	 	(iii)	 	by arranging for the sale of some of the shares which you are
entitled to receive on the exercise of the Option.]]




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COINSTAR, INC.

1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN

ELECTRONIC CONSENT




     Coinstar, Inc. (“Coinstar”) is rapidly moving to a paperless standard for many
employment-related documents. Accordingly, Coinstar issues this electronic signature consent form
to you for your consideration:




	 	 	 	By using my electronic signature on this consent form, I authorize
Coinstar, Inc. to:






	 	1.	 	accept my electronic signatures as binding and final on any
employment administration form, ESPP subscription agreement or stock option
agreement between myself and Coinstar (or any third party agent acting on
Coinstar’s behalf); and
	 
	 	2.	 	process all employment-related transactions or any other
electronic submission which I have approved using an electronic signature
process. and





     My electronic signature may be represented by: (a) an electronic push-button in                      form
or email; or (b) an interactive voice response (IVR) approval, an Internet (web), a kiosk approval
consisting of my social security number (or equivalent personal identification number), Coinstar
employee ID number and a four-digit PIN (Personal Identification Number).



     I understand that I have the right, within ten days of issuing my electronic signature to
separately issue a written request for and receive an electronic or paper confirmation that my
electronic signature has been duly received by Coinstar.



     I understand that it will be my responsibility to use, protect and periodically update my
password or any other form of individual identity security method which is used with each
electronic communication process. By electronically signing below, I acknowledge and approve the
immediate use by Coinstar of my electronic signature only for the purposes as outlined herein.



     The date of this consent form shall be the date received by Coinstar.



THE SUBMIT BUTTON WILL APPEAR WHEN YOU SIGN THIS DOCUMENT.



Electronically Signed By:

Employee ID Number: