Amended and Restated Employment Agreement



 Exhibit 10.2 
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
 COINSTAR, INC.

 and 

J. SCOTT DI VALERIO 
 Executed on January 2, 2013 







 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

This Amended and Restated Employment Agreement (this “Agreement”), executed on January 2, 2013 and effective on
April 1, 2013, is between Coinstar, Inc., a Delaware corporation (“Employer”), and J. Scott Di Valerio (“Employee”); 
 W I T N E S S E T H: 
 WHEREAS, Employer and Employee previously
executed an Employment Agreement on January 19, 2010 to document certain understandings and agreements; 
 WHEREAS,
Employer and Employee wish to amend and restate 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/CHIEF EXECUTIVE OFFICER 

  

	 	1.1	Employment 

 Employer will
employ Employee and Employee will provide services to Employer during the Term (as defined below). During the period January 2, 2013 through March 31, 2013 Employee will continue to work for the Employer in the role of Chief Financial
Officer. Effective April 1, 2013, Employee will assume the title, authority and responsibilities of Chief Executive Officer. 
  

	 	1.2	Attention and Effort 


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

  
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	 	1.3	Term 

 Employee’s
term of employment 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”). 

 

	 	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 shall
consist, in part, of an annual base salary of - seven hundred and fifty thousand dollars ($750,000) 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 termination of Employee’s employment by Employer without Cause or by Employee for Good Reason. 
  

	 	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 upon giving Notice of Termination (as defined below). 

  

									
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	 	2.2	By Employee 

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

	 	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 of Control 

 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 executed
by Employee on January 19, 2010, 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: 

  

									
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	 	3.1	Termination by Employer Without Cause or by Employee for Good Reason 

 Subject to Section 3.6 hereof, if, during the Term, Employer terminates Employee’s employment without Cause or Employee terminates his employment for Good Reason, Employee shall be entitled to
receive (a) a termination payment 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, (c) a pro-rated cash bonus consistent with Section 1.4(b) determined at Employee’s target bonus opportunity for the year in which Employee’s employment terminates, and (d) an amount equal to the product of
twelve (12) times the monthly COBRA premiums in effect on the date Employee’s employment terminates for the coverage in effect for Employee and, if applicable, Employee’s spouse and dependent children on such date under the
Employer’s group health plans; provided, however, that the Employer may unilaterally amend this clause (d) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or
similar charges on the Employer, including, without limitation, under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”). All amounts payable pursuant to this Section 3.1 (or pursuant to Section 3.2)
shall be reduced for applicable deductions and tax withholding. All other Employer benefits cease on the date of termination by Employer without Cause or by Employee for Good Reason. 

 

	 	3.2	Termination by Employer for Cause or by Employee Other Than for Good Reason 


In the case of the termination of Employee’s employment by Employer for Cause or by Employee other than for Good Reason, 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 Sections 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 Sections 3.1(a), (c) and (d) hereof shall be paid to Employee in a lump sum within ten (10) business days after the release referred to in Section 3.5 hereof becomes effective, provided,
however, that in no event shall such payment be made later than March 15 of the calendar year following the calendar year in which Employee’s employment terminates. 

  

									
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	 	3.4	Cause 

 Wherever reference
is made in this Agreement to termination being with or without Cause, “Cause” is limited to the occurrence of one or more of the following events: 
 (a) Failure or refusal to carry out the lawful duties of Employee described in Section 1 hereof or any directions of the Board of Directors of Employer, which directions are reasonably consistent
with the duties herein set forth to be performed by Employee; 
 (b) Violation by Employee of a state or federal criminal law
involving the commission of a crime against Employer or a felony; 
 (c) Current use by Employee of illegal substances;
deception, fraud, misrepresentation or dishonesty by Employee; any act or omission by Employee which substantially impairs Employer’s business, good will or reputation; or 

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

 

	 	3.5	Good Reason 

 (a) For
purposes of this Agreement, subject to Section 3.5(b), “Good Reason” means the occurrence or existence of any of the following events or conditions without Employee’s express written consent: 

(i) A material diminution in Employee’s annual base salary; 

(ii) A material diminution in Employee’s authority, duties or responsibilities as contemplated by Section 1.1
hereof, excluding for this purpose reasonable changes in particular duties and reporting responsibilities which may result from 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 Employee’s authority, duties or responsibilities; 
 (iii) A
relocation of Employee’s principal place of employment to a location more than 50 miles from the Seattle metropolitan area, except for required travel on Employer’s business to an extent substantially consistent with Employee’s duties
and responsibilities; or 
 (iv) Any other action or inaction by Employer that constitutes a material breach by
Employer of this Agreement. 
 (b) Notwithstanding any provision in this Agreement to the contrary, termination of employment by
Employee will not be for Good Reason unless (i) Employee notifies Employer in writing of the occurrence or existence of the event or condition which 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) 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) Employee actually terminates employment within 90 days after the expiration of the Remedial Period and before Employer remedies such event or condition. If Employee terminates employment before the expiration of the Remedial Period or
after Employer remedies the event or condition (even if after the end of the Remedial Period), then Employee’s termination will not be considered to be for Good Reason. 

  

									
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	 	3.6	Release 

 Employee’s
entitlement to any benefits pursuant to Sections 3.1(a), (c) and (d) hereof is conditioned on Employee’s execution (and non-revocation) of a release of claims in a form satisfactory to the Employer, which release must become effective
(i.e., Employee must have executed the release and any revocation period must have expired without Employee revoking the release) by the sixtieth (60th) day following the date on which Employee’s employment terminates or such earlier date
as is specified in such release. The Employer shall provide Employee with the form of release no later than the seventh (7th) day following the date on which Employee’s employment terminates. 

 

	 	3.7	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 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 

  

									
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(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 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, 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. 

  

									
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	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: 

 

			
	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. 

  

									
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	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 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. 

  

									
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	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. 
  

	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 executed by Employee on January 19, 2010, and (b) the Change of Control Agreement executed by the Employee on January 19, 2010, 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. 

  

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

							
		 		 	COINSTAR, INC.
				
	 /s/ J. Scott Di Valerio
	 		 	By	 	 /s/ Raquel Karls

	J. Scott Di Valerio	 		 		 	
				
		 		 	Its	 	 Chief Human Resources Officer



  

									
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