Exhibit 10.17
 
 OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN
 As Amended and Restated Effective January 1, 2009




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TABLE OF CONTENTS
 PageARTICLE 1 INTRODUCTION
    
    
    11.01 History and Name of Plan
    
    
    1ARTICLE 2 DEFINITIONS
    
    
    22.01 Account Balance
    
    
    22.02 Beneficiary
    
    
    22.03 Board
    
    
    22.04 Committee
    
    
    22.05 Code
    
    
    22.06 Company
    
    
    22.07 Compensation
    
    
    32.08 Compensation Deferral Agreement
    
    
    32.09 Compensation Deferral Period
    
    
    32.10 Deferred Compensation Account
    
    
    32.11 Determination Date
    
    
    32.12 Disability
    
    
    42.13 Distribution Date
    
    
    42.14 Forfeiture
    
    
    42.15 Outside Director
    
    
    42.17 Participating Company
    
    
    42.18 Plan
    
    
    42.19 Plan Year
    
    
    42.20 Related Company
    
    
    4ARTICLE 3 ELIGIBILITY AND PARTICIPATION
    
    
    5ARTICLE 4 ELECTIVE DEFERRALS
    
    
    64.01 Participants Accounts
    
    
    64.02 Elective Deferral Amounts
    
    
    64.03 Deemed Investment Amounts Credited to Deferred Compensation Accounts
    
    
    64.04 Allocation of Accrued Earnings and Losses of Deemed Investments
    
    
    6ARTICLE 5 DISTRIBUTION OF BENEFITS
    
    
    85.01 In General
    
    
    85.02 Time of Distribution
    
    
    85.03 Amount and Method of Distribution of Benefits
    
    
    85.04 Committee Decision
    
    
    95.05 Designation of Beneficiaries
    
    
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Table of Contents
(Continued)
 PageARTICLE 6 FINANCING AND UNFUNDED STATUS
    
    
    106.01 Costs Borne by the Company and any Participating Company
    
    
    106.02 Unfunded Plan
    
    
    106.03 Trust
    
    
    10ARTICLE 7 FORFEITURE
    
    
    117.01 Forfeitures
    
    
    11ARTICLE 8 ADMINISTRATION
    
    
    128.01 General Administration
    
    
    128.02 Committee Procedures
    
    
    128.03 Indemnification of Committee Members
    
    
    12ARTICLE 9 CLAIM PROCEDURES
    
    
    149.01 Presentation of Claim
    
    
    149.02 Notification of Decision
    
    
    149.03 Review of a Denied Claim
    
    
    149.04 Decision on Review
    
    
    159.05 Legal Action
    
    
    15ARTICLE 10 AMENDMENT AND TERMINATION OF PLAN
    
    
    1610.01 Amendment and Termination
    
    
    1610.02 Termination of Participation by a Participating Company
    
    
    16ARTICLE 11 GENERAL PROVISIONS
    
    
    1711.01 Limitation of Rights
    
    
    1711.02 No Assignment or Alienation of Benefits
    
    
    1711.03 Successors
    
    
    1711.04 Governing Law
    
    
    1711.05 Entire Agreement
    
    
    1711.06 Unsecured General Creditor
    
    
    1811.07 Participating Companys Liability
    
    
    1811.08 Captions
    
    
    1811.09 Notice
    
    
    1811.10 Validity
    
    
    1911.11 Incompetent
    
    
    1911.12 Furnishing Information
    
    
    1911.13 Court Order
    
    
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ARTICLE 1
 INTRODUCTION
 1.01
    
    History and Name of PlanThis Coinstar, Inc. Outside Directors Deferred Compensation Plan was established, effective
January 1, 2002, as an unfunded plan maintained to provide elective deferred compensation to
Outside Directors of Coinstar, Inc. or any Participating Company (as defined below). No
deferrals have been made under the Plan since December 31, 2004, and the Employer intends
that all amounts deferred under the Plan be exempt from the requirements of Code Section
409A pursuant to Treasury Regulation Section 1.409A-6(a). The amendment and restatement set
forth herein is effective as of January 1, 2009 and applies to all amounts that remain
undistributed on and after such date. It is not intended to constitute, and shall not be
construed as constituting, a material modification of the Plan, within the meaning of
Treasury Regulation Section 1.409A-6(a)(4).




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ARTICLE 2
 DEFINITIONS
  2.01
    
    Account BalanceAccount Balance means for each Participant the sum of the balances in the Participants
Deferred Compensation Account. A Participants Account Balance shall be utilized solely as
a device for the determination and measurement of the amounts to be paid as benefits to a
Participant or his or her Beneficiary pursuant to the Plan. A Participant shall not have at
any time any interest in or to such Account Balance or in any deemed investment thereof. A
Participants Account Balance shall not constitute or be treated as a trust or trust fund of
any kind.2.02
    
    BeneficiaryBeneficiary means the person, trust or other entity designated by the Participant in
accordance with Section 5.05 hereof to receive payment under the Plan in the event of the
Participants death.2.03
    
    BoardBoard means the Board of Directors of the Company.2.04
    
    CommitteeCommittee means the Committee appointed by the Board to administer the Plan pursuant to
Article 8 hereof. If no such Committee has been appointed, then the term Committee shall
mean the Compensation Committee of the Board.2.05
    
    CodeCode means the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated thereunder.2.06
    
    CompanyCompany means Coinstar, Inc., a Delaware Corporation and any business organization or
corporation into which Coinstar, Inc. may be merged or consolidated or by which it may be
succeeded.
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2.07
    
    CompensationCompensation means annual retainer and fees for attendance at board and various committee
meetings paid to an Outside Director by the Participating Company during the calendar year
with respect to duties performed as a member of the board of the Participating Company.
Compensation, for purposes of this Plan, may include any new form of cash remuneration or
stock equivalency paid by the Participating Company to an Outside Director that is
explicitly designated as deferrable pursuant to this Plan by the Compensation Deferral
Agreement form approved by the Committee. Compensation does not include expense
reimbursement or imputed compensation.2.08
    
    Compensation Deferral AgreementCompensation Deferral Agreement means the written agreement to defer Compensation under
the Plan prior to January 1, 2005 executed by the Participant and the Company or any
Participating Company.2.09
    
    Compensation Deferral PeriodCompensation Deferral Period means the period beginning on January 1 and ending on the
following December 31 (the calendar year).2.10
    
    Deferred Compensation AccountDeferred Compensation Account means, for each Participant, the separate book reserve
account (and any sub-accounts or parts thereof) maintained by the Company and any
Participating Company pursuant to Article 4 of this Plan to which were credited (added) all
amounts deferred by such Participant under the Plan prior to January 1, 2005 and from which
any distributions, and any Forfeitures shall be subtracted; and which shall be adjusted for
allocation of accrued earnings and losses thereon as described in Section 4.04 hereof. All
amounts, which are credited to such Deferred Compensation Account, are credited solely for
computation purposes and are at all times general assets of the Company and any
Participating Company and subject to the claims of the general creditors of the Company and
any Participating Company. A Participants Deferred Compensation Account shall be utilized
solely as a device for the determination and measurement of the amounts to be paid as
deferred compensation benefits to the Participant or his or her Beneficiary pursuant to the
Plan. A Participant shall not have at any time any interest in or to such Deferred
Compensation Account or in any deemed investment thereof. A Participants Deferred
Compensation Account shall not constitute or be treated as a trust or trust fund of any
kind.2.11
    
    Determination DateDetermination Date means the date on which the Committee determines the value of a
Deferred Compensation Account. The Committee shall determine the value of each Deferred
Compensation Account on the last business day of each month, and at such other times as it
may, in its absolute discretion, determine.
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2.12
    
    DisabilityDisability shall mean the total and permanent disability of a Participant as defined in
the Company long-term disability plan and as determined by the Committee.2.13
    
    Distribution DateDistribution Date means the date determined by the Committee within a reasonably
practicable time period, but not later than 90 days after the Determination Date, which next
follows the Participants termination of board membership with the Participating Company.2.14
    
    ForfeitureForfeiture means the portion of a Participants Account Balance that is forfeited under
Section 5.03(b)(iii) hereof.2.15
    
    Outside DirectorOutside Director means a member of the board of any Participating Company who is not an
employee of any Participating Company.2.16
    
    ParticipantParticipant means any Outside Director with a Deferred Compensation Account under the
Plan. An individual shall remain a Participant until his or her Account Balance has been
completely distributed (or forfeited).2.17
    
    Participating CompanyParticipating Company means the Company and any Related Company selected by the Company to
participate in the Plan.2.18
    
    PlanPlan means the Coinstar, Inc. Outside Directors Deferred Compensation Plan as set forth
herein, together with all amendments hereto.2.19
    
    Plan YearPlan Year means the twelve (12) consecutive month period beginning on each January 1 and
ending on each following December 31 thereafter (the calendar year).2.20
    
    Related CompanyRelated Company shall mean any corporation that, together with the Company, is treated as
a single employer under Code Section 414(b), (c), (m) or (o).
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ARTICLE 3
 ELIGIBILITY AND PARTICIPATION
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ARTICLE 4
 ELECTIVE DEFERRALS
 4.01
    
    Participants AccountsThe Company shall maintain for each Participant a Deferred Compensation Account for the
purpose of measuring and determining amounts payable under this Plan. The Company shall
maintain such sub-accounts within such Deferred Compensation Accounts as it determines to be
necessary for the proper administration of the Plan. The provisions of this Article 4 shall
govern such Deferred Compensation Accounts.4.02
    
    Elective Deferral AmountsThe provisions of this Section govern elective deferrals of Compensation by Participants
under the Plan.
 (a)
    
    Elective Deferrals Amounts. No new deferrals shall be permitted under
the Plan after December 31, 2004.(b)
    
    Vesting. A Participant shall at all times be one hundred percent
(100%) vested in his or her Deferred Compensation Account.
 4.03
    
    Deemed Investment Amounts Credited to Deferred Compensation AccountsSolely as a device to measure amounts payable to Participants or Beneficiaries hereunder,
the Committee shall establish uniform and nondiscriminatory rules consistent with this
Section 4.03 for the treatment of amounts credited to a Participants Deferred Compensation
Account based on the return of a set of investment funds designated by the Committee. No
investment of such amounts is required. The Company shall retain the discretion to invest
all amounts credited to a Participants Deferred Compensation Account under this Plan as it
deems appropriate. The Committee may, in its sole discretion, permit Participants to
designate deemed investment of amounts credited to a Participants Deferred Compensation
Account among investment funds designated by the Committee and to make transfers among such
funds. In no event shall a Participants designated deemed investment in a fund be
considered or construed in any manner, as an actual investment in any such fund, and in the
event that the Company, in its own discretion, decides to invest funds in any or all of the
funds, no Participant shall have any rights in or to such investments themselves.4.04
    
    Allocation of Accrued Earnings and Losses of Deemed InvestmentsSolely as a device to measure amounts payable to Participants or Beneficiaries hereunder,
the Committee shall establish uniform and nondiscriminatory rules consistent with this
Section 4.04 to determine accrued income, gains and losses from the investments of Deferred
Compensation Accounts deemed to be made pursuant to Section 4.03 hereof to
  
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ARTICLE 5
 DISTRIBUTION OF BENEFITS
 5.01
    
    In GeneralThe provisions of this Article 5 govern the distribution of amounts payable under this Plan.
A Participant whose board membership with the Participating Companies terminates for any
reason shall be entitled to distribution of benefits pursuant to this Article, subject to
the provisions of Article 7.5.02
    
    Time of DistributionThe Company shall commence distribution of benefits beginning with the Distribution Date
immediately following the Participants termination of board membership with the
Participating Companies for any reason (including retirement, death or Disability);
provided, however that benefits shall be valued and paid pursuant to the
provisions of Section 5.03 hereof.5.03
    
    Amount and Method of Distribution of BenefitsA Participant whose board membership with the Participating Companies terminates shall be
entitled to receive a distribution of the balance credited to his or her Deferred
Compensation Account as of the Determination Date. Distribution of such deferred
compensation benefits to a former Participant under this Plan may be made by the Company on
behalf of the relevant Participating Company, or the Participating Company itself may
distribute such benefits, as directed by the Committee in its sole discretion as follows:
 (a)
    
    Termination of Board Membership.
  (b)
    
    Early Withdrawals.
 (i)
    
    A Participant may elect in a Compensation Deferral Agreement to
withdraw all or any portion of the amount deferred, including any earnings
credited thereon, pursuant to that Compensation Deferral Agreement as of a date
specified in the election. Such date shall not be sooner than five (5) years
after the date the Compensation Deferral Period commences.
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(ii)
    
    Payment. The amount payable under subparagraph (i)
above shall be paid in a lump sum within ninety (90) days following the
beginning of the year in which the withdrawal was elected to be made.(iii)
    
    Acceleration of Distributions.A Participant may elect
to receive a lump sum distribution of his or her entire Account Balance at any
time. However, any such election to receive an early distribution shall be
subject to a ten percent (10%) penalty of the Participants Account Balance,
which amount shall be deducted from the distributed amounts and forfeited by
the Participant. The amount payable under this section shall be paid in a lump
sum within ninety (90) days following receipt of the request and shall be
charged to the Participants Account as a distribution. The 10% penalty amount
of the Account Balance shall be permanently forfeited and the Participant shall
not be eligible to participate for the remainder of the Plan Year and the next
following Plan Year.
 5.04
    
    Committee DecisionAny decision to be made under this Article 5 with respect to the distribution of benefits
with respect to a Participant under this Plan shall be made by the Committee, but such
Participant shall exclude himself therefrom for purposes of those decisions if such
Participant is a member of the Committee.5.05
    
    Designation of BeneficiariesA Participant may elect to designate a Beneficiary(ies) to receive any benefits payable
under this Plan upon the Participants death. The Committee may prescribe a particular
Beneficiary designation form and, if it does so, no Beneficiary designation shall be valid
unless it is made on such form. In the event of a new Beneficiary designation, all
Beneficiary designations previously filed shall be cancelled. No designation or change in
designation of a Beneficiary shall be effective until received and acknowledged in writing
by the Committee or its designated agent. The Participant may change such designation from
time to time and the last written designation delivered to the Committee prior to the
Participants death will control. If the Participant fails to specifically designate a
Beneficiary, or such designation is invalid, or if no designated Beneficiary survives the
Participant, or if all designated Beneficiaries who survive the Participant die before all
payments are made, then the remaining payments shall be made to the Participants surviving
spouse if such spouse is then living; if such spouse is not living, then to the executors or
administrators of the estate of the Participant. If the Committee has any doubts as to the
proper beneficiary to receive payment pursuant to this Plan, the Committee shall have the
right, exercisable in its discretion to cause the Participating Companies to withhold such
payments until the matter is resolved to the Committees satisfaction.
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ARTICLE 6
 FINANCING AND UNFUNDED STATUS
 6.01
    
    Costs Borne by the Company and any Participating CompanyThe costs of the Plan shall be borne by the Participating Companies.6.02
    
    Unfunded PlanAll benefits under the Plan shall be paid from the Companys general assets. Participants
and their Beneficiaries, heirs, successors, and assigns shall have no secured legal or
equitable rights, interest or claims in or to any property or assets of the Company, nor
shall they be beneficiaries of, or have any rights, claims or interests in any property or
asset which may be acquired by the Company. The Company need not hold any assets in trust
or as collateral security for the fulfilling of the obligations of the Company under this
Plan. Any and all of the Companys assets and policies shall be, and remain, the general,
unpledged, unrestricted assets of the Company. The Companys obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future, and the
Participants shall have the status of general unsecured creditors of the Company.6.03
    
    TrustAt its sole discretion, the Company may establish one (1) or more trusts, with such trustees
as the Board may approve, for the purpose of providing for the payment of benefits owed
under the Plan. Although such a trust may be irrevocable, its assets shall be held for
payment of all the Companys general creditors in the event of the Companys insolvency. To
the extent any benefits provided under the Plan are paid from any such trust, the Company
shall have no further obligation to pay them. If not paid from any trust, such benefits
shall remain the obligation of the Company.
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ARTICLE 7
 FORFEITURE
 7.01
    
    ForfeituresForfeitures may arise pursuant to Section 5.03(b) hereof. Forfeitures that arise under this
Plan shall be subtracted (deleted) from a Participants Account Balance and shall no longer
be an obligation of any Company or Participating Company in any way.
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ARTICLE 8
 ADMINISTRATION
 8.01
    
    General AdministrationThe Board shall appoint a Committee consisting of not less than three (3) persons to
administer the Plan. Any member of the Committee may at any time be removed, with or
without cause, and his or her successor appointed by the Board. Any vacancy caused by
death, resignation or other reason shall be filled by the Board. The Committee shall be the
plan administrator of the Plan and in general shall be responsible for the management and
administration of the Plan. The Committee shall have full power and discretionary authority
to administer the Plan in all of its details (including, without limitation, the
discretionary authority to decide all claims for benefits and to construe and interpret the
terms of the Plan), subject to applicable requirements of law. The Committee may approve
amendments to the Plan, without prior approval or subsequent ratification by the Board, if
the amendment: (i) does not significantly change the benefits provided under the Plan
(except as required by a change in applicable law); (ii) does not significantly increase the
costs of the Plan; or (iii) the amendment is intended to enable the Plan to remain in
compliance with the requirements of the Code, or other applicable law, or to facilitate
administration of the Plan. A duly authorized officer of the Company shall execute the
amendment, evidencing the Companys adoption of the amendment.No member of the Committee who is an employee of the Company or any Participating Company,
or a Participant in this Plan, shall receive compensation for his or her services to the
Plan. The Committee shall have such duties and powers as may be necessary to discharge its
duties under this Plan. The fiscal records of the Plan shall be maintained on the basis of
the Plan Year.8.02
    
    Committee ProceduresThe Committee may act at a meeting or in writing without a meeting. The Committee may adopt
such by-laws and regulations, as it deems desirable for the conduct of its affairs. All
decisions shall be made by majority vote. No member of the Committee who is at any time a
Participant in this Plan shall vote in a decision of the Committee (whether in a meeting or
by written action) made specifically and uniquely with respect to such member of the
Committee or amount, payment, timing, form or other aspect of the benefits of such Committee
member under this Plan.8.03
    
    Indemnification of Committee MembersThe Participating Companies shall indemnify and hold harmless each member of the Committee
against any and all liability, claims, damages and expense (including all expenses
reasonably incurred in such Committee members defense in the event that the Company or any
Participating Company fails to provide such defense upon such
  
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ARTICLE 9
 CLAIM PROCEDURES
 9.01
    
    Presentation of ClaimAny Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary
being referred to below as a Claimant), or his or her duly authorized representative, may
deliver to the Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. The Committee shall have the discretionary
authority to decide all claims for benefits and to construe and interpret the terms of the
Plan.9.02
    
    Notification of DecisionThe Committee shall consider a Claimants claim within a reasonable time, and shall notify
the Claimant in writing:
 (a)
    
    that the Claimants requested determination has been made, and that the claim
has been allowed in full; or(b)
    
    that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimants requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:
 (i)
    
    the specific reason(s) for the denial of the claim, or any part
of it;(ii)
    
    specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;(iii)
    
    a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary; and(iv)
    
    an explanation of the claim review procedure set forth in
Section 9.03 below.
 9.03
    
    Review of a Denied ClaimWithin sixty (60) days after receiving a notice from the Committee that a claim has been
denied, in whole or in part, a Claimant (or the Claimants duly authorized representative)
may file with the Committee a written request for a review of the denial of the claim. Upon
filing of a written request for review, the Claimant (or the Claimants duly authorized
representative):
 (a)
    
    may review pertinent documents;(b)
    
    may submit written comments or other documents; and/or
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(c)
    
    may request a hearing, which the Committee, in its sole discretion, may grant.
 9.04
    
    Decision on ReviewThe Committee shall render it decision on review promptly, and not later than sixty (60)
days after the filing of a written request for review of the denial, unless a hearing is
held or other special circumstances require additional time, in which case the Committees
decision must be rendered within one hundred twenty (120) days after such date. Such
decision must be written in a manner calculated to be understood by the Claimant, and it
must contain:
 (a)
    
    specific reason for the decision;(b)
    
    specific reference(s) to the pertinent Plan provisions upon which the decision
was based; and(c)
    
    such other matters as the Committee deems relevant.
 9.05
    
    Legal ActionA Participant or Beneficiary must comply with the claim and appeal procedures described
above before seeking any other legal recourse (including filing a law suit) regarding claims
for benefits. If a Claimant wishes to file a court action after exhausting the foregoing
procedures, the Claimant (or his or her authorized representative) must file such action in
a court of competent jurisdiction within one hundred eighty (180) days after the date on
which the Claimant (or his or her authorized representative) received the Committees
written denial of the appeal or, if the Claimant does not hear from the Committee within the
relevant time period set forth in Section 9.04, within one hundred eighty (180) days after
the last day of such period. Court actions may not be commenced after this one hundred
eighty (180) day period. Any judicial review of the Committees decision on a claim will be
limited to whether, in the particular instance, the Committee abused its discretion. In no
event will such judicial review be on a de novo basis, because the Committee has
discretionary authority to determine eligibility for (and the amount of) benefits under the
Plan and to construe and interpret the terms and provisions of the Plan.
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ARTICLE 10
 AMENDMENT AND TERMINATION OF PLAN
 10.01
    
    Amendment and TerminationGenerally, the Company shall have the right to amend or terminate the Plan by action of the
Board at any time. However, no such amendment or termination shall adversely affect a
benefit to which a Participant that is being paid out of the Plan at the time of amendment
or termination or other Beneficiary is entitled under Article 4 of the Plan to the date of
such amendment or termination. A duly authorized officer of the Company shall execute the
amendment, evidencing the Companys adoption of the amendment.10.02
    
    Termination of Participation by a Participating CompanyAlthough each Participating Company anticipates that it will continue in the Plan for an
indefinite period of time, there is no guarantee that any Participating Company will
continue its participation in the Plan. Accordingly, each Participating Company reserves
the right to discontinue its participation or sponsorship of the Plan, and the Company
reserves its right to terminate the Plan, at any time by appropriate action of its board of
directors or duly appointed committee. Upon the termination of participation of any
Participating Company (or upon termination of the Plan), the participation of the affected
Participants shall terminate and his or her Account Balances shall be distributed in a lump
sum as soon as practicable after such termination of participation or termination of the
Plan.
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ARTICLE 11
 GENERAL PROVISIONS
 11.01
    
    Limitation of RightsNeither the establishment of this Plan nor any amendment thereof, nor the payment of any
benefits, will be construed as giving to any Participant, Beneficiary, or other person any
legal or equitable right against the Company or any Participating Company, except as
provided herein. Neither the establishment of this Plan nor any amendment thereof, nor the
payment of benefits, nor any action taken with respect to this Plan shall confer upon any
person the right to continue service as an Outside Director of the Company, Participating
Company or Related Company.11.02
    
    No Assignment or Alienation of BenefitsThe rights of a Participant, Beneficiary or any other person to payment of benefits under
this Plan may not be assigned, transferred, anticipated, conveyed, pledged or encumbered
except by will or the laws of descent or distribution; nor shall any such right be in any
manner subject to levy, attachment, execution, garnishment or any other seizure under legal,
equitable or other process for payment of any debts, judgments, alimony, or separate
maintenance, or reached or transferred by operation of law in the event of bankruptcy,
insolvency or otherwise; provided, however, that a Participant shall have
the right to designate in writing and in accordance with the provisions of Section 5.05
hereof primary and contingent Beneficiaries to receive benefit payments subsequent to the
death of the Participant.11.03
    
    SuccessorsThe provisions of this Plan shall be binding upon and inure to the benefit of the
Participating Companies, their successors and assigns, and each Participant and his or her
heirs, executors, administrators and legal representatives.11.04
    
    Governing LawThe provisions of this Plan shall be construed and interpreted according to the internal
laws of the State of Washington without regard to its conflicts of laws principles.11.05
    
    Entire AgreementThis plan document together with any agreement or documents referred to herein represents
the entire agreement between the Company, any Participating Company and any Participant in
this Plan with respect to any interests in benefits payable under this Plan. This agreement
supersedes any and all prior agreements between the Company and any Participant, whether
such agreement or agreements were written or oral with respect to any interests in benefits
payable under this Plan. Any amendment or modification to
  
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11.06
    
    Unsecured General CreditorParticipants and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in any property or assets of a Company. For purposes
of the payment of benefits under this Plan, any and all of a Companys assets shall be, and
remain, the general, unpledged, unrestricted assets of the Company. A Companys obligation
under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the
future.11.07
    
    Participating Companys LiabilityA Participating Companys liability for the payment of benefits shall be defined only by the
Plan and the Compensation Deferral Agreement (to the extent not inconsistent with the Plan),
as entered into between the Participating Company and a Participant. A Participating
Company shall have no obligation to a Participant under the Plan except as expressly
provided in the Plan and his or her Compensation Deferral Agreement (to the extent not
inconsistent with the Plan).11.08
    
    CaptionsThe captions of the articles, sections and paragraphs of this Plan are for convenience only
and shall not control or affect the meaning or construction of any of its provisions.11.09
    
    NoticeAny notice or filing required or permitted to be given to the Committee under this Plan
shall be sufficient if in writing and hand-delivered, or sent by registered or certified
mail, to the address below:
 
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11.10
    
    ValidityIn case any provision of this Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be
construed and enforced as if such illegal or invalid provision had never been inserted
herein.11.11
    
    IncompetentIf the Committee determines in its discretion that a benefit under this Plan is to be paid
to a minor, a person declared incompetent or to a person incapable of handling the
disposition of that persons property, the Committee may direct payment of such benefit to
the guardian, legal representative or person having the care and custody of such minor,
incompetent or incapable person, or the Committee may direct the payment of such benefit in
such manner as the Committee considers advisable. Any payment of a benefit shall be a
payment for the account of the Participant and the Participants Beneficiary, as the case
may be, and shall be a complete discharge of any liability under the Plan for such payment
amount.11.12
    
    Furnishing InformationA Participant or his or her Beneficiary will cooperate with the Committee by furnishing any
and all information requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as the Committee
may deem necessary.11.13
    
    Court OrderThe Committee is authorized to make any payments directed by court order in any action in
which the Plan or the Committee has been named as a party. In addition, if a court
determines that a spouse or former spouse of a Participant has an interest in the
Participants benefits under the Plan in connection with a property settlement or otherwise,
the Committee, in its sole discretion, shall have the right, notwithstanding any election
made by a Participant, to immediately distribute the spouses or former spouses interest in
the Participants benefits under the Plan to that spouse or former spouse. Any such
distribution shall reduce the Participants Account Balance and benefit under the Plan and
shall completely discharge the Committee and the Participating Companies for any liability
with respect to the portion of the Participants benefit distributed.
  IN WITNESS WHEREOF
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COINSTAR, INC.By:
Title:
    
    /s/ Donald Rench

Secretary
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