Employee’s employment not been terminated (or at such earlier time as is required by law). Allamounts 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 thedate of Employee’s termination and continuing for eleven (11) consecutive monthsthereafter. 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.     4. The following new Section 3.5 is inserted immediately after Section 3.4:     **3.5 Code Section 409A**     The Employer makes no representations or warranties to Employee with respect to anytax, economic or legal consequences of this Agreement or any payments or other benefitsprovided hereunder, including without limitation under Code Section 409A, and no provisionof this Agreement shall be interpreted or construed to transfer any liability for failureto comply with Code Section 409A or any other legal requirement from Employee or any otherperson to the Employer, any of its affiliates or any other person. Employee, by executingthis Agreement, shall be deemed to have waived any claim against the Employer, itsaffiliates and any other person with respect to any such tax, economic or legalconsequences. However, the parties intend that this Agreement and the payments and otherbenefits provided hereunder shall be exempt from the requirements of Code Section 409A tothe maximum extent possible, whether pursuant to the short-term deferral exceptiondescribed in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation payplan 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 andbenefits), the parties intend that this Agreement (and such payments and benefits) shallcomply with the deferral, payout and other limitations and restrictions imposed under CodeSection 409A. Notwithstanding any other provision of this Agreement to the contrary, thisAgreement shall be interpreted, operated and administered in a manner consistent with suchintentions. Without limiting the generality of the foregoing, and notwithstanding anyother provision of this Agreement to the contrary, with respect to any payments andbenefits under this Agreement to which Code Section 409A applies, all references in thisAgreement 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). Inaddition, if Employee is a “specified employee,” within the meaning of CodeSection 409A(a)(2)(B)(i), when he/she separates from service, within the meaning of CodeSection 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to theimposition of any additional tax under Code Section 409A, amounts that would otherwise bepayable under this Agreement during the six-month period immediately following Employee’sseparation from service shall not be paid to Employee during such period, but shall insteadbe accumulated and paid to Employee (or, in the event of Employee’s death, Employee’sestate) in a lump sum on the first
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business day following the earlier of (a) the date that is six months after Employee’sseparation from service or (b) Employee’s death.     5. The Section 6 copy address is amended as follows:      Perkins Coie llp     Attn: Lynn E. Hvalsoe     1201 Third Ave., 48th Floor     Seattle, WA 98101-3099     IN WITNESS WHEREOF, the parties have executed and entered into this Amendment on the date setforth above.             COINSTAR, INC.           /s/David W. Cole   By /s/ Donald R. Rench   David W. Cole   Its  Secretary           
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