##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  FORM 10-K/A
 (Amendment
    No. 1)
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES AND EXCHANGE ACT OF 1934For
    the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES AND EXCHANGE ACT OF 1934   Commission File Number:
    000-22555
 COINSTAR, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3156448(State or other jurisdiction of
    incorporation or organization)

(IRS Employer
    Identification No.)1800 114th Avenue SE, Bellevue, Washington

98004(Address of principal executive
    offices)

(Zip Code)   (425) 943-8000
 (Registrants telephone
    number, including area code)
 Securities registered pursuant to
    Section 12(b) of the Act:
  Common Stock, $0.001 par value

The NASDAQ Stock Market LLC(Title of Each Class)

(Name of Each Exchange on Which
    Registered)    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 Large accelerated
    filer  o

Accelerated
    filer  þNon-accelerated
    filer  o  (Do
    not check if a smaller reporting company)

Smaller reporting company
    o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 



FORM 10-K/A
 Index
   
 PagePART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


4PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


5Item 11.


Executive Compensation


8Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


34Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


38Item 14.


Principal Accounting Fees and Services


39PART IVItem 15.


Exhibits, Financial Statement Schedules


41SIGNATURE


42EX-31.1EX-31.2




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##### Table of Contents



EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K Form 10-K),
  Form 10-K, Form 10-K Form 10-K
   3




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    High


LowFiscal 2007:First Quarter

$
31.65


$
28.30Second Quarter


34.97



30.20Third Quarter


34.00



30.36Fourth Quarter


34.74



24.69Fiscal 2008:First Quarter

$
32.82


$
25.10Second Quarter


38.90



28.11Third Quarter


35.91



30.13Fourth Quarter


33.36



15.71     Holders
    Dividends
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Unregistered
    Sales and Repurchases of Equity Securities
     4




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##### Table of Contents



MaximumTotal Number


Approximateof Shares


Dollar ValuePurchased as


of Shares thatTotal Number


Average


Part of the


May Yet beof Shares


Price Paid


Publicly Announced


Purchased UnderRepurchased(1)


per Share


Repurchase Programs


the Programs10/01/08 - 10/31/08





$







$
23,764,09211/01/08 - 11/30/08














23,816,54212/01/08 - 12/31/08


2,743



17.90



2,743



23,891,7032,743


$
17.90



2,743


$
23,891,703     (1)
    
    Represents shares tendered for tax withholding on vesting of
    restricted stock awards. None of these transactions are included
    against the dollar value of shares that may yet be purchased
    under the programs. PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Board
    Composition
    NominatingTerm


Audit


Compensation


and GovernanceName

Age


Expiring In


Committee


Committee


CommitteeArik A. Ahitov


33



2010








*Deborah L. Bevier


57



2011








**



*David W. Cole(1)


61



2009David M. Eskenazy


47



2011




**







*Daniel W. OConnor


53



2009Robert D. Sznewajs


62



2011




*



*Ronald B. Woodard


66



2010




*







**     *
    
    Member.**
    
    Chairperson.(1)
    
    Mr. Cole will retire as the Companys Chief Executive
    Officer and resign from the Board effective March 31, 2009.
    Paul D. Davis, our Chief Operating Officer, will become the
    Companys Chief Executive Officer effective April 1,
    2009, and is expected to be appointed as a member of the Board
    effective April 1, 2009.  Arik A. Ahitov
  Deborah L. Bevier
 5




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##### Table of Contents



David W. Cole
  David M. Eskenazy
  Daniel W. OConnor
  Robert D. Sznewajs
  Ronald B. Woodard 32-year
   6




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##### Table of Contents



Executive
    Officers
    Name

Age

PositionDavid W. Cole*


61


Chief Executive OfficerPaul D. Davis**


51


Chief Operating OfficerBrian V. Turner


49


Chief Financial OfficerDonald R. Rench


42


General Counsel and Corporate Secretary     *
    
    Mr. Cole will retire as the Companys Chief Executive
    Officer effective March 31, 2009.**
    
    Mr. Davis will become the Companys Chief Executive
    Officer effective April 1, 2009.  David W. Cole
  Paul D. Davis U.S.-based
  Brian V. Turner
  Donald R. Rench
  Section 16(a)
    Beneficial Ownership Reporting Compliance
   7




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##### Table of Contents



Code of
    Conduct and Code of Ethics
  www.coinstar.com
  Audit
    Committee
      Item 11.
    Executive
    Compensation.  COMPENSATION
    DISCUSSION AND ANALYSIS
  Objectives
    of Compensation Programs
  Compensation
    Philosophy and Policies
    
    remain aligned with the goal of enhancing stockholder
    value; and
    reflect evolving compensation standards and practices among our
    peer group companies (described below).      
    total compensation  the Committee
    believes executive compensation packages should take into
    account the competitiveness of each component of compensation,
    but also total compensation, which includes: base salary,
    short-term (cash) and long-term (equity) incentives and benefits; 8




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##### Table of Contents




    pay-for-performance  the Committee
    believes a significant portion of executive compensation should
    be determined based on Company and line of business results as
    compared to quantitative and qualitative performance goals set
    at the beginning of each year to ensure accountability and
    motivate executives to achieve a higher level of performance;
    at-market compensation  the
    Committee believes executive compensation levels should
    generally be at or above the median compensation awarded to
    similarly situated peer group companies in order to attract and
    retain the most qualified candidates;
    stockholder aligned compensation 
    the Committee believes equity compensation awarded to executive
    officers (consisting of a mix of stock options, restricted stock
    awards and performance-based restricted stock) should be a
    significant portion of each executives compensation and
    should further the shared interests of our executives and
    stockholders;
    fair compensation  the Committee
    believes executive compensation levels should be perceived as
    fair, both internally and externally; and
    tax deductible compensation  the
    Committee believes we should maximize the tax deductibility of
    compensation paid to executive officers, as permitted under
    Section 162(m) of the Internal Revenue Code of 1986, as
    amended (the Code); but may approve components of
    executive compensation that will not meet the requirements of
    Section 162(m) in order attract, motivate, and retain executives.    Benchmarking
    of Compensation
  and/or
     9




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##### Table of Contents



AMIS Holdings, Inc.

IHS, Inc.Bally Technologies, Inc.

Intersil Corporationbebe stores, inc.

Itron, Inc.Brocade Communication Systems, Inc.

Nautilus, Inc.Charlotte Russe Holding, Inc.

Netflix, Inc.Coherent, Inc.

Oakley, Inc.Coldwater Creek Inc.

Pinnacle Entertainment, Inc.Euronet Worldwide, Inc.

Polycom, Inc.FLIR Systems, Inc.

Resmed, Inc.Getty Images, Inc.

Resources Connection, Inc.Global Cash Access Holdings, Inc.

Sterling Financial CorporationGottschalks Inc.

WMS Industries Inc.   Elements
    of Compensation
  Elements
    of In-Service Compensation and Benefits
    Base Salary.
  
    the responsibilities of the position;
    the strategic value of the position;
    the experience and skills of the individual filling the
    position; and
    market data for comparable positions in peer group companies.      PercentageIncrease Over2008 Base


2007 BaseNamed Executive Officer

Salary


SalaryDavid W. Cole

$
475,000



0
%Brian V. Turner


364,000



0
%Donald R. Rench


247,503



10
%Alexander C. Camara


245,003



0
%James C. Blakely


262,005



0
%    10




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##### Table of Contents



Short-Term Incentives.
  and/or and/or
    Target Award as aPercentage ofNamed Executive Officer

Actual Base SalaryDavid W. Cole


60
%Paul D. Davis


60
%Brian V. Turner


50
%Donald R. Rench


30
%Alexander C. Camara


40
%James C. Blakely


50
%    11




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##### Table of Contents



Minimum




ActualPerformance Measure

Goal Range*

Weighting


Achievement*Earnings Before Interest, Tax, Depreciation and Amortization
    (EBITDA)

$135-145 million


35.0
%

$159.9 millionRevenue

$800-850 million


35.0
%

$911.9 millionCoin Machine Installations

1,250-1,750


7.5
%

3,001DVD Machine Installations

3,500-4,500


7.5
%

6,700Cross-Selling (selling a different product line to an existing
    Company customer as evidenced by a signed contract)

3,000-7,000


1.5
%

8,542     *
    
    Includes Redbox Automated Retail, LLC (Redbox)
    results. Calculation of actual achievement was to exclude the
    effects of any acquisitions completed during 2008 and was to be
    adjusted for any divestitures for 2008. No exclusions or
    adjustments were actually made.   12




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##### Table of Contents



and/or
  Named Executive Officer

Individual Performance Factors

Payout %David W. Cole

High involvement with Redbox, including serving on its board and
    negotiating purchase of Redbox shares from McDonalds;
    established strategic relationship with Wal-Mart; led proxy
    contest settlement; led process to hire Chief Operating Officer
    and implement succession plan; restructured Entertainment and
    E-Pay line of business leadership.


100
%Paul D. Davis

Gained respect of leadership team; in process of executing
    seamless transition to Chief Executive Officer position;
    improved level of accountability for other leaders; high
    involvement with Redbox, including serving on its board;
    developed management and Company strategic plans.


100
%Brian V. Turner

Coordinated proxy contest activities; completed acquisition of
    GroupEx; high involvement with Redbox, including serving on its
    board; strong financial stewardship during difficult economic
    year; negotiated favorable credit terms; developed/evaluated new
    product line.


80
%Donald R. Rench

Led legal team during proxy contest; successful
    settlement/resolution of litigation; completed closing of
    GroupEx; high involvement in Redbox, including acquisition of
    Redbox shares from McDonalds; strong support for
    board/committee meetings.


135
%Alexander C. Camara

Instrumental in strong Coin machine installations; strong
    execution of Wal-Mart relationship; decreased certain expenses
    for line of business; increased morale, teamwork, and execution
    in the Entertainment line of business.


90
%James C. Blakely

Led team in strong Coin and DVD machine installations, including
    Redbox; led team in strong cross-selling results; instrumental
    in Wal-Mart relationship.


100
%     Discretionary Bonus


Discretionary BonusNamed Executive

Based on Company


Based on IndividualOfficer

Performance


Performance


Total BonusDavid W. Cole

$
236,363


$
85,500


$
321,863Paul D. Davis


146,347



52,938



199,285Brian V. Turner


150,941



43,680



194,621Donald R. Rench


61,580



22,275



83,855Alexander C. Camara


89,175



31,163



120,338James C. Blakely


108,644



53,055



161,699   Long-Term Incentives.
   13




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##### Table of Contents



Annual Long-Term Incentives
    
    the anticipated contribution by the executive officer;
    the equity awards required from a competitive point of view to
    retain the services of a valued executive officer;
    market data for comparable positions at our peer group companies;
    the number of stock options or restricted stock awards currently
    held by the executive officer; and
    the value of long-term incentives as a percentage of total
    compensation.      Restricted


StockNamed Executive Officer

Stock


OptionsDavid W. Cole


7,889



78,334Brian V. Turner


4,180



41,506Donald R. Rench


1,361



13,516Alexander C. Camara


1,972



19,578James C. Blakely


1,972



19,578          14




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##### Table of Contents



Performance Goal

Minimum

Target

MaximumEBITDA (excluding acquisitions and one time charges, but
    including stock option expense)

$135 million

$140 million

$145 million       Named Executive Officer

Minimum


Target


MaximumDavid W. Cole


3,309



6,619



9,928Paul D. Davis


2,627



5,253



7,880Brian V. Turner


1,753



3,507



5,260Donald R. Rench


571



1,142



1,713Alexander C. Camara


827



1,654



2,481James C. Blakely


827



1,654



2,481       Special Long-Term Incentive
    Other Benefits and Perquisites. case-by-case
 15




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##### Table of Contents



Elements
    of Post-Termination Compensation and Benefits
  Employment Agreements and Change-of-Control
    Agreements.
  Officer
    Stock Ownership Guidelines
      Tax
    Considerations
  Tax
    Deductibility of Executive Compensation
   16




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Section 409A
    Compliance
    Risk
    Assessment
    Policy on
    Reimbursement of Incentive Payments
      COMPENSATION
    COMMITTEE REPORT
    The
    Compensation Committee
  Deborah L.
    Bevier, Chairperson
   17




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##### Table of Contents



NAMED
    EXECUTIVE OFFICER COMPENSATION
  2008
    Summary Compensation Table
    Non-EquityStock

Option

Incentive Plan

All OtherName and Principal Position

Year

Salary

Bonus

Awards

Awards

Compensation

Compensation(1)

TotalDavid W. Cole(2)


2008


$
475,000


$
321,863
(3)

$
537,231
(4)

$
754,329
(4)





$
11,052


$
2,099,475Chief Executive Officer


2007



474,653







378,337



746,126



254,762



7,982



1,861,860and Director


2006



400,014







208,650



830,215



201,407



7,321



1,647,607Paul D. Davis(5)


2008


$
294,102


$
199,285
(3)

$
127,154
(4)

$
148,644
(4)





$
8,300


$
777,485Chief Operating OfficerBrian V. Turner


2008


$
364,000


$
194,621
(3)

$
320,003
(4)

$
452,240
(4)





$
12,105


$
1,342,969Chief Financial Officer


2007



364,000







243,093



604,271



162,690



6,071



1,380,1252006



350,168







153,125



702,989



178,060



9,562



1,393,904Donald R. Rench


2008


$
247,503


$
83,855
(3)

$
71,588
(4)

$
133,870
(4)





$
9,932


$
546,748General Counsel and Corporate SecretaryAlexander C. Camara


2008


$
288,542


$
120,338
(3)

$
87,721
(4)

$
239,921
(4)









$
736,522Senior VP and General


2007



245,003



5,468



49,391



232,985



87,604







620,451Manager, Worldwide Coin & EntertainmentJames C. Blakely


2008


$
262,005


$
161,699
(3)

$
207,281
(4)

$
220,088
(4)





$
13,277


$
864,350Chief Customer Officer


2007



262,005



13,912



49,391



249,688



117,103



8,390



700,4892006



247,572







18,873



193,611



122,177



8,735



590,968     (1)
    
    Represents 401(k) retirement plan matching contributions.(2)
    
    Mr. Cole will retire as the Companys Chief Executive
    Officer effective March 31, 2009.(3)
    
    Amount reflects the discretionary cash bonuses paid to Named
    Executive Officers for fiscal year 2008 based on individual and
    Company performance pursuant to the 2008 Incentive Compensation
    Plan, which is further described in Compensation
    Discussion and Analysis.(4)
    
    Amount reflects the amount recognized for financial statement
    reporting purposes in accordance with Financial Accounting
    Standards (FAS) 123R (excluding the accounting
    effect of any estimate of future forfeitures, and reflecting the
    effect of any actual forfeitures) for the fiscal year ended
    December 31, 2008. Accordingly, the amount includes amounts
    from awards granted in or prior to 2008. For additional
    information regarding the FAS 123R calculation and
    assumptions, please see notes 2 and 10 to the
    Companys audited financial statements included in the
    Form 10-K.(5)
    
    Mr. Davis was appointed Chief Operating Officer effective
    April 7, 2008. Mr. Davis will become the
    Companys Chief Executive Officer effective April 1,
    2009. 18




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##### Table of Contents



2008
    Grants of Plan-Based Awards Table
    All Other

All OtherStock

OptionAwards:

Awards:

Exercise

Grant DateNumber of

Number of

or Base

Fair ValueEstimated Future Payouts Under

Shares of

Securities

Price of

of StockEquity Incentive Plan Awards

Stock or

Underlying

Option

and OptionGrant

Threshold

Target

Maximum

Units

Options

Awards

AwardsName

Date

(#)

(#)

(#)

(#)(1)

(#)

($ / Sh)

($)David W. Cole






3,309



6,619



9,9282/20/08


























$
447,5842/20/08















14,306



78,334


$
31.94



739,473Paul D. Davis






2,627



5,253



7,8804/7/08


























$
308,2004/7/08















10,000



100,000


$
30.82



937,000Brian V. Turner






1,753



3,507



5,2602/20/08


























$
231,2982/20/08















7,388



41,506


$
31.94



391,817Donald R. Rench






571



1,142



1,7132/20/08


























$
74,7772/20/08















2,388



13,516


$
31.94



127,591Alexander C. Camara






827



1,654



2,4812/20/08


























$
102,0952/20/08















3,255



19,578


$
31.94



184,816James C. Blakely






827



1,654



2,4812/20/08















3,255










$
102,0952/20/08



















19,578


$
31.94



184,8164/1/08















4,000











114,000     (1)
    
    Includes performance-based restricted stock earned for 2007
    performance as follows: Mr. Cole, 6,417 shares;
    Mr. Turner, 3,208 shares; Mr. Rench,
    1,027 shares; Mr. Camara, 1,283 shares; and
    Mr. Blakely, 1,283 shares.  Employment
    Agreements
  David W. Cole, Chief Executive Officer.
  Paul D. Davis, Chief Operating Officer.
 19




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##### Table of Contents



Brian V. Turner, Chief Financial Officer.
  2008
    Incentive Compensation Plan
    1997
    Amended and Restated Equity Incentive Plan
    Cash
    Compensation in Proportion to Total Compensation
   20




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##### Table of Contents



2008
    Outstanding Equity Awards at Fiscal Year-End Table
    Option Awards

Stock AwardsEquityEquity









Equity

Incentive PlanIncentive









Incentive Plan

Awards:Plan







Market

Awards:

Market orAwards:







Value of

Number of

Payout ValueNumber of

Number of

Number of





Number of

Shares or

Unearned

of UnearnedSecurities

Securities

Securities





Shares or

Units of

Shares, Units

Shares, UnitsUnderlying

Underlying

Underlying





Units of

Stock

or Other

or OtherUnexercised

Unexercised

Unexercised

Option

Option

Stock That

That

Rights That

Rights ThatOptions (#)

Options (#)

Unearned

Exercise

Expiration

Have Not

Have Not

Have Not

Have NotName

Exercisable

Unexercisable

Options (#)

Price(1)

Date

Vested (#)

Vested(2)

Vested (#)

Vested ($)David W. Cole


200,000










$
21.24



10/8/201147,776










$
23.22



12/20/201218,149










$
18.19



1/2/201464,821
(3)


1,379
(3)





$
24.90



1/13/201556,250
(4)


18,750
(4)





$
23.90



12/12/201018,125
(5)


54,375
(5)





$
30.07



2/2/2012
(6)


78,334
(6)





$
31.94



2/20/20135,500
(7)

$
107,3053,000
(8)

$
58,5309,375
(9)

$
182,9067,889
(10)

$
153,9144,279
(11)

$
83,4836,619
(12)

$
129,137Paul D. Davis



(13)


100,000
(13)





$
30.82



4/7/201310,000
(14)

$
195,1005,253
(12)

$
102,486Brian V. Turner


80,000










$
18.59



4/29/201345,000










$
18.19



1/2/201452,679
(3)


1,121
(3)





$
24.90



1/13/201530,000
(4)


10,000
(4)





$
23.90



12/12/20109,375
(5)


28,125
(5)





$
30.07



2/2/2012
(6)


41,506
(6)





$
31.94



2/20/20133,750
(7)

$
73,1632,500
(8)

$
48,7755,250
(9)

$
102,4284,180
(10)

$
81,5522,139
(11)

$
41,7323,507
(12)

$
68,422Donald R. Rench


10,000










$
14.00



3/15/20102,800










$
15.31



12/14/20102,500










$
23.30



12/13/20115,000










$
31.39



3/8/20125,000










$
30.00



8/8/201213,000










$
22.60



12/19/201213,000










$
18.19



1/2/201413,513
(3)


287
(3)





$
24.90



1/13/20159,375
(4)


3,125
(4)





$
23.90



12/12/20103,212
(5)


9,637
(5)





$
30.07



2/2/2012
(6)


13,516
(6)





$
31.94



2/20/2013325
(7)

$
6,341350
(8)

$
6,8291,575
(9)

$
30,7281,361
(10)

$
26,553686
(11)

$
13,3841,142
(12)

$
22,280 21




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##### Table of Contents



Option Awards

Stock AwardsEquityEquity









Equity

Incentive PlanIncentive









Incentive Plan

Awards:Plan







Market

Awards:

Market orAwards:







Value of

Number of

Payout ValueNumber of

Number of

Number of





Number of

Shares or

Unearned

of UnearnedSecurities

Securities

Securities





Shares or

Units of

Shares, Units

Shares, UnitsUnderlying

Underlying

Underlying





Units of

Stock

or Other

or OtherUnexercised

Unexercised

Unexercised

Option

Option

Stock That

That

Rights That

Rights ThatOptions (#)

Options (#)

Unearned

Exercise

Expiration

Have Not

Have Not

Have Not

Have NotName

Exercisable

Unexercisable

Options (#)

Price(1)

Date

Vested (#)

Vested(2)

Vested (#)

Vested ($)Alexander C. Camara


12,500










$
23.30



12/13/201113,000










$
22.60



12/19/201213,000










$
18.19



1/2/201410,000










$
24.00



10/28/201414,198
(3)


302
(3)





$
24.90



1/13/20153,750
(15)


1,250
(15)





$
18.19



4/25/201018,750
(16)


6,250
(16)





$
19.10



10/24/20105,625
(5)


16,875
(5)





$
30.07



2/2/2012
(6)


19,578
(6)





$
31.94



2/20/2013350
(7)

$
6,829425
(8)

$
8,2921,500
(9)

$
29,2651,972
(10)

$
38,474856
(11)

$
16,7001,654
(12)

$
32,270James C. Blakely


35,000










$
18.00



5/24/201414,198
(3)


302
(3)





$
24.90



1/13/201511,250
(4)


3,750
(4)





$
23.90



12/12/20105,625
(5)


16,875
(5)





$
30.07



2/2/2012
(6)


19,578
(6)





$
31.94



2/20/2013350
(7)

$
6,829425
(8)

$
8,2921,500
(9)

$
29,2651,972
(10)

$
38,474856
(11)

$
16,7001,000
(17)

$
19,5101,654
(12)

$
32,270     (1)
    
    The per share option exercise price represents the closing price
    of the Companys common stock on the date of grant.(2)
    
    Market value was determined by multiplying the number of shares
    of stock by $19.51 (the closing price of the Companys
    common stock on December 31, 2008).(3)
    
    These options were granted on January 13, 2005 pursuant to
    the 1997 Plan with a term of ten years, and the awards vest over
    four years with 25% vesting one year from grant date and
    2.08333% each full month thereafter.(4)
    
    These options were granted on December 12, 2005 pursuant to
    the 1997 Plan with a term of five years, and the awards vest
    over four years with 25% vesting one year from the grant date
    and 25% annually thereafter.(5)
    
    These options were granted on February 2, 2007 pursuant to
    the 1997 Plan with a term of five years, and the awards vest
    over four years with 25% vesting one year from the grant date
    and 25% annually thereafter.(6)
    
    These options were granted on February 20, 2008 pursuant to
    the 1997 Plan with a term of five years, and the awards vest
    over four years with 25% vesting one year from grant date and
    25% annually thereafter.(7)
    
    Represents the unvested portions of awards made on
    January 13, 2005 pursuant to the 1997 Plan that vest 25%
    one year from the award date and 25% annually thereafter.(8)
    
    Represents the unvested portions of awards made on
    December 12, 2005 pursuant to the 1997 Plan that vest 25%
    one year from the award date and 25% annually thereafter.(9)
    
    Represents the unvested portions of awards made on
    February 2, 2007 pursuant to the 1997 Plan that vest 25%
    one year from the award date and 25% annually thereafter. 22




---



##### Table of Contents



(10)
    
    Represents the unvested portions of awards made on
    February 20, 2008 pursuant to the 1997 Plan that vest 25%
    one year from the award date and 25% annually thereafter.(11)
    
    Represents the unvested portions of performance-based restricted
    stock awards earned on February 20, 2008 (for 2007
    performance) pursuant to the 1997 Plan that vest 33.33% on
    February 2, 2008 and 33.33% annually thereafter.(12)
    
    Represents the unvested portions of performance-based restricted
    stock awards made on June 5, 2008 (at target) pursuant to
    the 1997 Plan that, if earned for 2008 performance, vest 33.33%
    on March 1, 2009 and 33.33% annually thereafter. Please
    refer to Compensation Discussion and Analysis for a
    discussion of the actual restricted stock awards earned based on
    2008 performance.(13)
    
    This option was granted on April 7, 2008 pursuant to the
    1997 Plan with a term of five years, and the award vests over
    four years with 25% vesting one year from grant date and 25%
    annually thereafter.(14)
    
    Represents the unvested portion of an award made on
    April 7, 2008 pursuant to the 1997 Plan that vests 25% one
    year from the award date and 25% annually thereafter.(15)
    
    This option was granted on April 25, 2005 pursuant to the
    1997 Plan with a term of five years, and the award vests over
    four years with 25% vesting one year from the grant date and 25%
    annually thereafter.(16)
    
    This option was granted on October 24, 2005 pursuant to the
    1997 Plan with a term of five years, and the award vests over
    four years with 25% vesting one year from the grant date and 25%
    annually thereafter.(17)
    
    Represents the unvested portion of an award made on
    April 1, 2008 pursuant to the 1997 Plan that vests based on
    achievement of certain performance milestones.  2008
    Option Exercises and Stock Vested Table
    Option Awards


Stock AwardsNumber of





Number ofShares Acquired


Value Realized


Shares Acquired


Value RealizedName

on Exercise (#)


on Exercise(1)


on Vesting (#)


on Vesting(2)David W. Cole

$
64,075


$
1,066,985



13,763


$
358,914Paul D. Davis













$
Brian V. Turner










9,069


$
229,962Donald R. Rench










1,541


$
40,688Alexander C. Camara










1,702


$
44,539James C. Blakely










4,702


$
130,539     (1)
    
    Based on the difference between the closing price of Coinstar
    common stock on the exercise date and the exercise price of the
    option.(2)
    
    Based on the closing price of Coinstar common stock on the
    vesting date. 23




---



##### Table of Contents



2008
    Nonqualified Deferred Compensation Table
    Executive


Company


Aggregate


Aggregate


AggregateContributions in


Contributions in


Earnings in Last


Withdrawals/


Balance at LastLast Fiscal Year


Last Fiscal Year


Fiscal Year


Distributions


Fiscal Year-EndName

($)


(#)


($)


($)


($)David W. Cole









$
(62,557
)(1)





$
274,466Paul D. Davis


















Brian V. Turner


















Donald R. Rench


















Alexander C. Camara


















James C. Blakely


















     (1)
    
    Amount reflects the notional earnings (losses) on
    Mr. Coles previously deferred compensation pursuant
    to the EDCP, contributions to which were suspended effective
    January 1, 2005. As no portion of this amount represents
    above-market earnings, no portion of this amount is reflected in
    the Summary Compensation Table.       24




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##### Table of Contents



Elements
    of Post-Termination Compensation and Benefits
  and/or
  Employment
    Agreements
  David W. Cole, Chief Executive Officer.
  
    termination payments equal to 12 months annual base
    salary;
    any unpaid annual base salary that has accrued for services
    already performed as of the date of termination; and
    Company payment of the premiums for Mr. Coles and
    Mr. Coles spouses and dependent childrens
    COBRA continuation coverage under the Companys group
    health plans for a period of up to 12 months.    Paul D. Davis, Chief Operating Officer Brian V.
    Turner, Chief Financial Officer.
  
    termination payments equal to 12 months annual base
    salary;
    any unpaid annual base salary that has accrued for services
    already performed as of the date of termination;
    any prorated cash bonus consistent with the existing program for
    executive officers (provided performance targets applicable for
    any such bonus are met); and
    Company payment of the premium for the employees and the
    employees spouses and dependent childrens
    COBRA continuation coverage under the Companys group
    health plans for a period of up to 12 months.      
    failure or refusal to carry out the lawful duties of the
    employee or any directions of the Board of Directors of
    Coinstar, which directions are reasonably consistent with the
    duties set forth in the employment agreement to be performed by
    the employee; 25




---



##### Table of Contents




    violation by the employee of a state or federal criminal law
    involving the commission of a crime against Coinstar or a felony;
    current use by the employee of illegal substances; deception,
    fraud, misrepresentation, or dishonesty by the employee; any act
    or omission by the employee that substantially impairs
    Coinstars business, good will, or reputation; or
    any other material violation of any provision of the employment
    agreement.  Change-of-Control
    Agreements
  Messrs. Cole, Davis, and Turner. 90-day
    
    the executives annual base salary through the date of
    termination;
    the product of (a) the executives annual bonus with
    respect to the fiscal year in which the date of termination
    occurs and (b) a fraction, the numerator of which is the
    number of days in the current fiscal year through the date of
    termination and the denominator of which is 365;
    any compensation previously deferred (together with any accrued
    interest or earnings thereon);
    any accrued but unpaid vacation pay; and
    an amount as separation pay equal to the executives annual
    base salary.    Messrs. Rench, Camara, and Blakely. 90-day
 26




---



##### Table of Contents




    the employees annual base salary through the date of
    termination;
    the product of (a) the employees annual bonus with
    respect to the fiscal year in which the date of termination
    occurs and (b) a fraction, the numerator of which is the
    number of days in the current fiscal year through the date of
    termination and the denominator of which is 365;
    any compensation previously deferred by the employee (together
    with any accrued interest or earnings thereon);
    any accrued but unpaid vacation pay;
    an amount as separation pay equal to the employees annual
    base salary; and
    Company payment of the premiums for the employees and the
    employees spouses and dependent childrens
    COBRA continuation coverage under the Companys group
    health plans for a period of up to 12 months.      
    failure or refusal to carry out the lawful duties of the
    employee or any directions of the Board of Directors of
    Coinstar, which directions are reasonably consistent with the
    duties to be performed by the employee;
    violation by the employee of a state or federal criminal law
    involving the commission of a crime against Coinstar or a felony;
    current use by the employee of illegal substances; deception,
    fraud, misrepresentation, or dishonesty by the employee; any act
    or omission by the employee that substantially impairs
    Coinstars business, good will, or reputation; or
    any material violation of the confidentiality, noncompetition,
    and/or
    nonsolicitation provisions to which the employee is bound.    
    a material decrease in the employees annual base salary;
    a material decrease in the employees authority, duties, or
    responsibilities;
    a relocation of the employees principal place of
    employment more than 50 miles away; or
    with respect to Messrs. Coles, Daviss, and
    Turners change-of-control agreements, the failure of the
    Company to comply with and satisfy the assignment provisions in
    the employment agreement, subject to certain notice
    requirements; or
    any other material breach of the employees
    change-of-control agreement or employment agreement, as
    applicable. 27




---



##### Table of Contents




    a board change in which individuals who constitute the board as
    of the date of the agreement cease to constitute at least a
    majority of the board;
    the acquisition by any individual, entity, or group of
    beneficial ownership of (a) 20% or more of either the then
    outstanding common stock or the combined voting power of the
    then outstanding voting securities entitled to vote in the
    election of directors, which acquisition is not approved in
    advance by a majority of the incumbent directors, or
    (b) 33% or more of either the then outstanding common stock
    or the combined voting power of the then outstanding voting
    securities entitled to vote in the election of directors, which
    acquisition is approved in advance by a majority of incumbent
    directors;
    a reorganization, merger, or consolidation approved by the
    stockholders; or
    a complete liquidation, dissolution, or the sale or other
    disposition of all or substantially all of the assets.  Change-of-Control Provisions in the Companys Equity
    Plans.
  
    arrange to have the surviving or successor entity or any parent
    entity thereof assume the options or grant replacement options
    with appropriate adjustments in the option prices and
    adjustments in the number and kind of securities issuable upon
    exercise;
    shorten the period during which options are exercisable;
    accelerate any vesting schedule to which an option is
    subject; or
    cancel vested options in exchange for a cash payment upon such
    terms and conditions as determined by the Board of Directors at
    the time of the event.    
    Options granted to Messrs. Cole, Davis, and Turner since
    December 2005 fully accelerate in vesting, and the earned
    restricted stock awards granted to them are no longer subject to
    forfeiture.
    Options and earned restricted stock awards granted to our other
    Named Executive Officers since December 2005 accelerate in
    vesting and, with respect to the earned restricted stock, are no
    longer subject to forfeiture, if a successor company does not
    assume or substitute such awards. In the event the options and
    earned restricted stock awards are assumed or substituted and
    the Named Executive Officers employment or service
    relationship is terminated in connection with a change of
    control or within one year of the transaction without cause or
    by the executive for good reason, 50% of the unvested portions
    of the options and earned restricted stock awards automatically
    vest and, with respect to the earned restricted stock, are no
    longer subject to forfeiture. For purposes of these awards,
    cause and good reason are defined as
    described below under the 2000 Plan.    
    a dissolution, liquidation, or sale of substantially all of the
    assets of the Company;
    a merger or consolidation in which the Company is not the
    surviving corporation; or
    a reverse merger in which the Company is the surviving
    corporation but the shares of the Companys common stock
    outstanding immediately preceding the merger are converted by
    virtue of the merger into other property, whether in the form of
    securities, cash, or otherwise.   28




---



##### Table of Contents




    a change in the employees status, position, or
    responsibilities (including reporting responsibilities) that, in
    the employees reasonable judgment, represents a
    substantial reduction in the status, position, or
    responsibilities as in effect immediately prior thereto; the
    assignment to the employee of any duties or responsibilities
    that, in the employees reasonable judgment, are materially
    inconsistent with such status, title, position, or
    responsibilities; or any removal of the employee from or failure
    to reappoint or reelect the employee to any of such positions,
    except in connection with the termination of the employees
    employment for cause, as a result of his or her disability or
    death, or by the employee other than for good reason;
    a reduction in the employees annual base salary;
    the successor companys requiring the employee (without the
    employees consent) to be based at any place outside a
    50-mile
    radius of his or her 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;
    the successor companys failure to (a) continue in
    effect any material compensation or benefit plan (or the
    substantial equivalent thereof) in which the Employee was
    participating at the time of a Company Transaction, including,
    but not limited to, the 2000 Plan, or (b) provide the
    employee 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;
    any material breach by the successor company of its obligations
    to the employee under the 2000 Plan or any substantially
    equivalent plan of the successor company; or
    any purported termination of the employees employment or
    service relationship for cause by the successor company that is
    not in accordance with the definition of cause under the 2000
    Plan.  Potential
    Payments Upon Termination or Change of Control Table
   29




---



##### Table of Contents



Before Changeof ControlTerminationWithout Cause or


Change ofName

Benefit

for Good Reason


Control(1)David W. Cole

Cash Severance(2)

$
475,000


$
475,000Restricted Stock Acceleration(3)






779,834Stock Option Acceleration(4)






Health and Benefits(5)


15,406



Total

$
490,406


$
1,254,834Paul D. Davis

Cash Severance(2)

$
400,000


$
400,000Restricted Stock Acceleration(3)






348,839Stock Option Acceleration(4)






Health and Benefits(5)


15,954



Total

$
415,954


$
748,839Brian V. Turner

Cash Severance(2)

$
364,000


$
364,000Restricted Stock Acceleration(3)






450,271Stock Option Acceleration(4)






Health and Benefits(5)


20,802



Total

$
384,802


$
814,271Donald R. Rench

Cash Severance(2)





$
247,503Restricted Stock Acceleration(3)






117,255Stock Option Acceleration(4)






Health and Benefits(5)






15,415Total





$
380,173Alexander C. Camara

Cash Severance(2)





$
300,000Restricted Stock Acceleration(3)






147,964Stock Option Acceleration(4)






4,213Health and Benefits(5)






5,269Total





$
457,446James C. Blakely

Cash Severance(2)





$
262,005Restricted Stock Acceleration(3)






167,474Stock Option Acceleration(4)






Health and Benefits(5)






15,730Total





$
445,209     (1)
    
    Except for the restricted stock and option acceleration, the
    amounts in this column assume termination of employment in
    connection with a change of control.(2)
    
    Amount reflects cash severance of one years annual base
    salary based on the executives 2008 annual base salary.(3)
    
    Calculated by multiplying the number of accelerated shares of
    restricted stock by $19.51 (the closing price of the
    Companys common stock on December 31, 2008). For
    purposes of the amounts reflected in the table, the number of
    performance-based restricted stock actually earned for 2008 is
    reflected and we have assumed that the plan administrator
    elected to accelerate the vesting of the restricted stock award
    and/or that the surviving company refused to assume or
    substitute the awards. 30




---



##### Table of Contents



(4)
    
    Calculated by multiplying the number of shares subject to
    accelerated options by $19.51 (the closing price of the
    Companys common stock on December 31, 2008) less
    the exercise price of the stock option grant. For purposes of
    the amounts reflected in the table, we have assumed that the
    plan administrator elected to accelerate the vesting of options
    and/or that the surviving company refused to assume or
    substitute the awards.(5)
    
    Amount reflects the payment of COBRA premiums for 12 months
    following termination.  2008 Director
    Compensation Table
    Fees Earned or


Stock


Option


All OtherName(1)

Paid in Cash


Awards(2)


Awards(3)


Compensation


TotalArik A. Ahitov(4)

$
40,500


$
42,453


$
19,850






$
102,803Deborah L. Bevier(5)


88,250
(6)


75,330



34,708







198,288David M. Eskenazy


76,500



75,330



34,708







186,538Keith D. Grinstein


92,750
(6)


46,031



21,186


$
19,750
(7)


179,717R. Michael Rouleau(8)


32,000
(6)


107,874



49,925







189,799Robert D. Sznewajs


78,500



75,330



34,708







188,538Ronald B. Woodard


70,000



75,330



34,708







180,038     (1)
    
    David W. Cole, as Chief Executive Officer, did not receive
    additional compensation for his services on the Companys
    Board of Directors. Mr. Coles compensation is described in
    the 2008 Summary Compensation Table.(2)
    
    As of December 31, 2008, non-employee members of the Board
    of Directors had the following aggregate number of restricted
    stock awards outstanding: Mr. Ahitov, 2,033;
    Ms. Bevier, 2,033; Mr. Eskenazy, 2,033;
    Mr. Sznewajs, 2,033; and Mr. Woodard, 2,033. The
    dollar amounts in this column reflect the amount recognized for
    financial statement reporting purposes in accordance with
    FAS 123R (excluding the accounting effect of any estimate
    of future forfeitures, and reflecting the effect of any actual
    forfeitures) for the fiscal year ended December 31, 2008.
    Accordingly, the amounts include amounts from awards granted in
    or prior to 2008. Assumptions used in the calculation of these
    amounts are described in notes 2 and 10 to the
    Companys audited financial statements included in the
    Form 10-K.
    On June 3, 2008, each non-employee director received an
    annual award of restricted stock with a grant date fair value of
    $75,000, based on the closing price of our common stock on the
    date of grant ($36.89), resulting in 2,033 shares of
    restricted stock. As Chair of the Board of Directors,
    Mr. Grinstein received an additional award of restricted
    stock with a grant date fair value of $30,000, based on the
    closing price of our common stock on the date of grant ($36.89),
    resulting in 813 shares of restricted stock. Each
    restricted stock award vests one year from the date of grant
    and, if unvested, is forfeited upon a directors
    termination of service. The FAS 123R value of the
    restricted stock awards forfeited by Mr. Grinstein in 2008
    was $30,395.(3)
    
    As of December 31, 2008, non-employee members of the Board
    of Directors had the following aggregate number of stock options
    outstanding: Mr. Ahitov, 3,128; Ms. Bevier, 55,562;
    Mr. Eskenazy, 65,562; Mr. Sznewajs, 39,562; and
    Mr. Woodard, 44,562. In addition, although they were no
    longer serving as directors as of December 31, 2008,
    Mr. Grinstein had 84,808 options and Mr. Rouleau had
    17,062 options outstanding as of such date. The dollar amounts
    in this column reflect the amount recognized for financial
    statement reporting purposes in accordance with FAS 123R
    (excluding the accounting effect of any estimate of future
    forfeitures, and reflecting the effect of any actual
    forfeitures) for the fiscal year ended December 31, 2008.
    Accordingly, the amounts include amounts from options granted in
    or prior to 2008. Assumptions used in the calculation of these
    amounts are described in notes 2 and 10 to the
    Companys audited financial statements included in the
    Form 10-K.
    On June 3, 2008, each non-employee director received an
    annual stock option grant with a grant date fair value of
    $35,000, resulting in an option to purchase 3,128 shares of
    common stock. As Chair of the Board of Directors,
    Mr. Grinstein received an additional stock option grant
    with a grant date fair value of $15,000, resulting in an option
    to purchase 1,340 shares of common stock. These grants vest
    in equal 31




---



##### Table of Contents



monthly installments over one year from the date of grant and
    have a term of five years. The FAS 123R value of the stock
    options forfeited by Mr. Grinstein in 2008 was $14,501.(4)
    
    Mr. Ahitov was appointed to the Board of Directors on
    May 28, 2008. Mr. Ahitovs cash fees are paid to
    Shamrock Capital Advisors, Inc., where Mr. Ahitov is a Vice
    President and Portfolio Manager.(5)
    
    Ms. Bevier was appointed Chair of the Board of Directors
    effective October 14, 2008, to succeed Mr. Grinstein
    who died in September 2008. During 2008, Ms. Bevier did not
    receive additional equity compensation for her service as Chair.(6)
    
    Fees paid to Ms. Bevier and Messrs. Grinstein and
    Rouleau in 2008 include $1,000 paid to each for attendance at a
    Nominating and Governance Committee Meeting on October 4,
    2007.(7)
    
    For his services on the Redbox board of directors,
    Mr. Grinstein received $1,500 per meeting attended in
    person and $750 per meeting attended telephonically during the
    first quarter of 2008. During the first quarter of 2008,
    Mr. Grinstein attended three Redbox board meetings.
    Coinstar paid Mr. Grinstein a total of $3,000 for Redbox
    board service in the first quarter of 2008. In addition,
    Coinstar paid Mr. Grinstein $750 in 2008 for underpayment
    for Redbox board attendance in 2007 that was adjusted in 2008.
    For the second and third quarters of 2008, Redbox paid director
    fees of $8,000 per quarter to Mr. Grinstein.(8)
    
    Mr. Rouleau resigned from the Board of Directors effective
    July 23, 2008 and his restricted stock awards and stock
    options were accelerated at that time. As a result of the
    acceleration of his awards, the FAS 123R incremental
    increase in expense as of the date of acceleration was $30,727
    for the stock options and $65,717 for the restricted stock.
    These values are included in the table.  Time and
    Manner of Compensation
     32




---



##### Table of Contents



2008 Director
    Compensation
    Compensation paid to non-employee directorsAnnual retainer

$
50,000Annual restricted stock award

$
75,000
(1)Annual stock option grant

$
35,000
(1)Stock option grant upon initial election or appointment


Prorated
(2)Restricted stock grant upon initial election or appointment


Prorated
(2)Attendance at Board meetings in excess of 10 meetings in a given
    year

$
1,500
(3)Compensation for attendance at committee meetings (in person
    or by phone)Audit Committee

$
1,250Compensation Committee

$
1,000Nominating and Governance Committee

$
1,000Additional compensation for Board and Committee
    chairpersonsNon-employee Board ChairAnnual retainer

$
35,000Annual restricted stock award

$
30,000
(1)Annual stock option grant

$
15,000
(1)Audit Committee (if not Board Chair)

$
10,000Compensation Committee (if not Board Chair)

$
10,000Nominating and Governance Committee (if not Board Chair)

$
7,500     (1)
    
    Awards are granted based on grant date fair value.(2)
    
    Upon an initial election or appointment to the Board of
    Directors on a date other than the date of an annual meeting of
    stockholders, each non-employee director is automatically
    granted a prorated annual option grant and restricted stock
    award, based on the number of full calendar months between the
    date of initial election or appointment and the date of the
    first anniversary of the then last annual meeting of
    stockholders.(3)
    
    Each one-year period is measured from the date of one annual
    meeting of stockholders to the next annual meeting of
    stockholders, beginning with the 2008 Annual Meeting of
    Stockholders.    Non-Employee
    Director Stock Ownership Guidelines
   33




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.        Number of SecuritiesWeighted-


Remaining AvailableAverage Exercise


for Future IssuanceNumber of Securities


Price of


Under Equityto be Issued Upon


Outstanding


Compensation PlansExercise of


Options,


(Excluding SecuritiesOutstanding Options,


Warrants


Reflected inPlan Category

Warrants and Rights


and Rights


First Column)Equity compensation plans approved by stockholders


2,261,622
(1)

$
25.94



2,072,523
(2)(3)Equity compensation plans not approved by stockholders


427,248



21.54



28,113
(3)Total


2,688,870


$
25.24



2,100,636     (1)
    
    Includes shares subject to stock options granted to our
    non-employee directors under the 1997 Director Plan, which
    was suspended by Board action in 2005. Also includes shares
    subject to stock options granted to our non-employee directors
    pursuant to a program administered under the 1997 Plan and
    described in the 2008 Director Compensation Table.(2)
    
    Of these shares, 28,530 remain available for issuance under the
    ESPP Plan, which was suspended as of August 2005.(3)
    
    Under the 1997 Plan and the 2000 Plan, Coinstar may grant awards
    of common stock, restricted stock awards, or awards denominated
    in units of common stock, in addition to stock options.  Description
    of Non-Stockholder-Approved Equity Arrangements
    2000
    Amended and Restated Equity Incentive Plan
    Non-Plan
    Grants
   34




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##### Table of Contents



SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND
    MANAGEMENT
      Number ofShares

Percent ofBeneficially

OutstandingName of Beneficial Owner

Owned(1)

Shares(1)More Than 5% StockholdersFMR LLC(2)


2,824,648



9.4
%82 Devonshire Street
    Boston, MA 02109Shamrock Partners Activist Value Fund, L.P.(3)


2,672,785



8.9
%4444 Lakeside Drive
    Burbank, CA 91505The Guardian Life Insurance Company of America(4)


2,212,130



7.4
%c/o RS
    Investment Management Co LLC 
    388 Market Street, Suite 1700 San Francisco, CA 94111Barclays Global Investors, NA.(5)


1,819,241



6.1
%400 Howard Street 
    San Francisco, CA 94105William Blair & Company, L.L.C.(6)


1,736,105



5.8
%222 West Adams Street, 34th Floor
    Chicago, IL 60606DirectorsArik A. Ahitov(7)


4,900



*Deborah L. Bevier(8)


68,713



* 35




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##### Table of Contents



Number ofShares

Percent ofBeneficially

OutstandingName of Beneficial Owner

Owned(1)

Shares(1)David M. Eskenazy(9)


71,070



*Daniel W. OConnor(10)


717



*Robert D. Sznewajs(11)


50,747



*Ronald B. Woodard(12)


53,183



*Named Executive OfficersDavid W. Cole(13)


536,865



1.8
%Paul D. Davis(14)


42,021



*Brian V. Turner(15)


281,027



*Donald R. Rench(16)


97,349



*Alexander C. Camara(17)


114,763



*James C. Blakely(18)


86,287



*All directors and Named Executive Officers as a group
    (12 persons)(19)


1,407,642



4.5
%     *
    
    Represents beneficial ownership of less than 1%.(1)
    
    Beneficial ownership is determined in accordance with SEC rules.
    For the number of shares beneficially owned by and the
    percentage of ownership reported for each of the More Than
    5% Stockholders, we rely on each such stockholders
    statements filed with the SEC pursuant to Section 13(d) or
    13(g) of the Securities Exchange Act of 1934, as amended, as
    described in the footnotes below. For each person or entity
    included in this table, percentage ownership is calculated by
    dividing the number of shares beneficially owned by such person
    or entity by the sum of 30,019,563 shares of Coinstar
    common stock outstanding as of March 5, 2009, plus the
    number of shares of common stock, if any, that such person or
    entity had the right to acquire pursuant to the exercise of
    stock options within 60 days of March 5, 2009. Except
    as indicated by footnote, and subject to marital community
    property laws where applicable, we believe that the persons or
    entities named in the table above have sole voting and
    investment power with respect to all shares of common stock
    shown as beneficially owned by them.(2)
    
    Information presented is based on a Schedule 13G filed with
    the SEC on February 17, 2009 by FMR LLC and Edward C.
    Johnson 3d. Pursuant to the filing, Fidelity
    Management & Research Company (Fidelity),
    a wholly-owned subsidiary of FMR LLC, reports that it is the
    beneficial owner of 2,824,648 shares as a result of acting
    as investment advisor to various investment companies, including
    Fidelity Growth Company Fund, which has the right to receive or
    the power to direct the receipt of dividends from, or the
    proceeds from the sale of, 2,491,748 shares. Edward C.
    Johnson 3d and FMR LLC, through its control of Fidelity, and the
    funds each has sole power to dispose of the
    2,824,648 shares owned by the Funds. Neither FMR LLC nor
    Edward C. Johnson 3d, Chairman of FMR LLC, has the
    sole power to vote or direct the voting of the shares owned
    directly by the Fidelity Funds, which power resides with the
    Funds Boards of Trustees.(3)
    
    Information presented is based on a Schedule 13D/A filed
    with the SEC on November 4, 2008 by Shamrock Activist Value
    Fund, L.P. (SAVF), Shamrock Activist Value
    Fund II, L.P. (SAVF II), Shamrock Activist
    Value Fund III, L.P. (SAVF III), Shamrock Activist
    Value Fund GP, L.L.C. (Shamrock General
    Partner), and Shamrock Partners Activist Value Fund,
    L.L.C. (Shamrock Partners and, together with SAVF,
    SAVF II, SAVF III, and Shamrock General Partner, the
    Shamrock Funds). Pursuant to the filing, SAVF
    reports that it had shared voting and shared dispositive power
    over 2,521,213 shares. Pursuant to the filing, SAVF II
    reports that it had shared voting and shared dispositive power
    over 1,893 shares. Pursuant to the filing, SAVF III reports
    that it had shared voting and shared dispositive power over
    149,679 shares. Pursuant to the filing, Shamrock General
    Partner reports that it had shared voting and shared dispositive
    power over 2,672,785 shares. Pursuant to the filing,
    Shamrock Partners reports that it had sole voting and sole
    dispositive power over 2,672,785 shares.(4)
    
    Information presented is based on a Schedule 13G/A filed
    with the SEC on February 10, 2009 by The Guardian Life
    Insurance Company of America (GLI), Guardian
    Investor Services LLC (GIS), RS 36




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##### Table of Contents



Investment Management Co. LLC (RS Investment
    Management), and RS Partners Fund. Pursuant to the filing,
    GLI, GIS, and RS Investment Management report that they had
    shared voting and shared dispositive power over
    2,212,130 shares. Pursuant to the filing, RS Partners Fund
    reports that it had shared voting and shared dispositive power
    over 1,444,434 shares.(5)
    
    Information presented is based on a Schedule 13G filed with
    the SEC on February 5, 2009 by Barclays Global Investors,
    NA. (BGI), Barclays Global Fund Advisors
    (BGF), Barclays Global Investors, LTD
    (Barclays Investors), Barclays Global Investors
    Japan Limited (Barclays Japan Limited), Barclays
    Global Investors Canada Limited (Barclays Canada
    Limited), Barclays Global Investors Australia Limited
    (Barclays Australia Limited), and Barclays Global
    Investors (Deutschland) AG (Barclays Deutschland).
    Pursuant to the filing, BGI reports that it had sole voting
    power over 558,506 shares and sole dispositive power over
    661,595 shares. Pursuant to the filing, BGF reports that it
    had sole voting power over 817,503 shares and sole
    dispositive power over 1,139,065 shares. Pursuant to the
    filing, Barclays Investors reports that it had sole voting power
    over 600 shares and sole dispositive power over
    18,581 shares. Pursuant to the filing, Barclays Japan
    Limited, Barclays Canada Limited, Barclays Australia Limited,
    and Barclays Deutschland report that they had no voting power or
    dispositive power over shares.(6)
    
    Information presented is based on a Schedule 13G/A filed
    with the SEC on January 12, 2009 by
    William Blair & Company, L.L.C. (William
    Blair). Pursuant to the filing, William Blair reports that
    it had sole voting and dispositive power over all reported
    shares.(7)
    
    The number of shares beneficially owned by Mr. Ahitov
    includes (a) 2,867 shares issuable upon the exercise
    of options exercisable within 60 days of March 5, 2009
    and (b) 2,033 shares of unvested restricted stock.
    Mr. Ahitov disclaims beneficial ownership over any shares
    owned by the Shamrock Funds even though Mr. Ahitov is the
    Vice President and Portfolio Manager of Shamrock Capital
    Advisors, Inc. (an affiliate of SAVF) and also a senior
    portfolio manager for SAVF, SAVF II, and SAVF III.(8)
    
    The number of shares beneficially owned by Ms. Bevier
    includes (a) 55,301 shares issuable upon the exercise
    of options exercisable within 60 days of March 5, 2009
    and (b) 2,033 shares of unvested restricted stock.(9)
    
    The number of shares beneficially owned by Mr. Eskenazy
    includes (a) 60,801 shares issuable upon the exercise
    of options exercisable within 60 days of March 5,
    2009, (b) 2,033 shares of unvested restricted stock,
    and (c) 8,236 shares held in a margin account.(10)
    
    All shares beneficially owned by Mr. OConnor are
    unvested restricted stock.(11)
    
    The number of shares beneficially owned by Mr. Sznewajs
    includes (a) 5,566 shares credited to
    Mr. Sznewajss deferred account under the Outside
    Directors Deferred Compensation Plan,
    (b) 39,301 shares issuable upon the exercise of
    options exercisable within 60 days of March 5, 2009,
    and (c) 2,033 shares of unvested restricted stock.(12)
    
    The number of shares beneficially owned by Mr. Woodard
    includes (a) 44,301 shares issuable upon the exercise
    of options exercisable within 60 days of March 5, 2009
    and (b) 2,033 shares of unvested restricted stock.(13)
    
    The number of shares beneficially owned by Mr. Cole
    includes (a) 444,209 shares issuable upon the exercise
    of options exercisable within 60 days of March 5,
    2009, (b) 23,925 shares of unvested restricted stock,
    and (c) 23,178 shares held in trust under the Cole
    Living Trust, dated August 5, 2003, and any amendments
    thereto, for the benefit of Mr. Cole and his spouse, with
    Mr. Cole and his spouse as trustees.(14)
    
    The number of shares beneficially owned by Mr. Davis
    includes (a) 25,000 shares issuable upon the exercise
    of options exercisable within 60 days of March 5, 2009
    and (b) 15,253 shares of unvested restricted stock.(15)
    
    The number of shares beneficially owned by Mr. Turner
    includes (a) 237,926 shares issuable upon the exercise
    of options exercisable within 60 days of March 5, 2009
    and (b) 13,711 shares of unvested restricted stock.(16)
    
    The number of shares beneficially owned by Mr. Rench
    includes (a) 84,279 shares issuable upon the exercise
    of options exercisable within 60 days of March 5,
    2009, (b) 3,905 shares of unvested restricted stock,
    and (c) 3,046 shares held by his spouse.(17)
    
    The number of shares beneficially owned by Mr. Camara
    includes (a) 102,894 shares issuable upon the exercise
    of options exercisable within 60 days of March 5, 2009
    and (b) 4,986 shares of unvested restricted stock. 37




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##### Table of Contents



(18)
    
    The number of shares beneficially owned by Mr. Blakely
    includes (a) 76,894 shares issuable upon the exercise
    of options exercisable within 60 days of March 5, 2009
    and (b) 4,986 shares of unvested restricted stock.(19)
    
    The number of shares beneficially owned by all directors and
    Named Executive Officers (which group includes all executive
    officers) as a group includes (a) 1,173,773 shares
    issuable upon the exercise of options exercisable within
    60 days of March 5, 2009 and
    (b) 77,648 shares of unvested restricted stock.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Policies
    and Procedures for the Review and Approval or Ratification of
    Transactions with Related Persons
    Regulation S-K.
    
    If the General Counsel determines that disclosure of the
    transaction in our annual proxy statement or annual report on
    Form 10-K
    is not required under the SECs related person transaction
    requirement, the transaction will be deemed approved and will be
    reported to the Audit Committee at its next scheduled meeting.
    If disclosure of the transaction in our annual proxy statement
    or annual report on
    Form 10-K
    is required under the SECs related person transaction
    requirement, the General Counsel will submit the transaction to
    the chairperson of the Audit Committee, who will review and, if
    authorized, will determine whether to approve or ratify the
    transaction. The chairperson is authorized to approve or ratify
    any related person transaction involving an aggregate amount of
    less than $1 million or when it would not be practicable in
    the judgment of the chairperson and General Counsel to wait for
    the next Audit Committee meeting to review the transaction.
    If the transaction is outside the chairpersons authority,
    the chairperson will submit the transaction to the Audit
    Committee for review and approval or ratification.
    If the transaction to be reviewed and acted upon by the Audit
    Committee involves a member of the Audit Committee (including
    the chairperson), the involved member shall recuse himself or
    herself from deliberations related to the transaction and the
    other members of the Committee shall take appropriate action.    
    the extent of the related persons interest in the
    transaction;
    whether the terms are comparable to those generally available in
    arms-length transactions; and
    whether the related person transaction is consistent with the
    best interests of the Company.   38




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##### Table of Contents



Related
    Person Transactions
      Director
    Independence
    Item 14.
    Principal
    Accounting Fees and Services.  Fees Paid
    to Independent Registered Public Accounting Firm
   39




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##### Table of Contents



Audit
    Fees
  2008

$
3,052,4002007

$
1,674,932     Audit-Related
    Fees
  2008

$
02007

$
0     Tax
    Fees
  2008

$
146,3172007

$
168,779     All Other
    Fees
  2008

$
02007

$
0   Audit
    Committee Review and Pre-Approval of Independent Registered
    Public Accounting Firms Services
     40




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.    Exhibit Number

Description of Document31
.1

Certification of Chief Executive Officer pursuant to Section
    302(a) of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to Section
    302(a) of the Sarbanes-Oxley Act of 2002.  41




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##### Table of Contents



SIGNATURE      By:
    /s/  David
    W. Cole   Chief Executive Officer
  42




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##### Table of Contents



EXHIBIT
    INDEX
  Exhibit Number

Description of Document31
.1

Certification of Chief Executive Officer pursuant to Section
    302(a) of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to Section
    302(a) of the Sarbanes-Oxley Act of 2002.  43