EXHIBIT 10.21
 COINSTAR, INC.
 NOTICE OF RESTRICTED STOCK AWARD TO CEO, COO OR CFO
1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN
 
 
 Restricted Stock Award Company Plan
  1.
    
    Number of Shares:2.
    
    Grant Date:3.
    
    Fair Market Value Per Share (Informational, for tax purposes):4.
    
    Vesting
  Date on Which Portion of
    
    Portion of RestrictedRestricted Stock Award Is No
    
    Stock Award No LongerLonger Subject to Forfeiture
    
    Subject to Forfeiture




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COINSTAR, INC.
 RESTRICTED STOCK AWARD AGREEMENT FOR AWARDS TO CEO, COO OR
CFO
 Grant Notice Restricted Stock Award 1997
A Plan Agreement
 1. Vesting
 Vested Shares Unvested Shares Shares
 2. Transfer Restrictions
  3. Status of Participant
  4. Securities Law Compliance
 4.1
 4.2




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Securities Act
 4.3
 4.4
 5. Termination of Employment; Company Transaction
 5.1 Termination of Employment
  5.2 Company Transaction
  6. Section 83(b) Election for Restricted Stock Award; Independent Tax Advice
 Code 8 3(b) Election
 -2-




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within 30 days
  copy YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE
REGARDING THE APPLICABLE PROVISIONS OF THE CODE AND THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE
OR FOREIGN COUNTRY IN WHICH YOU MAY RESIDE.
 copy Acknowledgment copy
  -3-




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7. Book Entry Registration of the Shares
  8. Stop-Transfer Notices
  9. Tax Withholding
  10. General Provisions
 10.1 Notices
  -4-




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Company:
    
    Coinstar, Inc.Attn: General Counsel1800 114th Avenue SEBellevue, WA 98004
 10.2 No Waiver
  10.3 Undertaking
  10.4 Entire Contract
  10.5 Successors and Assigns
  10.6 Counterparts
  10.7 Governing Law
  -5-




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COINSTAR, INC.By:Name:Title:[NAME OF RECIPIENT]Recipients Signature
 -6-




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EXHIBIT A
 ACKNOWLEDGMENT AND STATEMENT OF DECISION
REGARDING SECTION 83(b) ELECTION
 Plan
  check and complete as applicable
 (a)
    
    has consulted, and has been fully advised by, the
undersigneds own tax advisor, , whose business
address is , regarding the federal, state and local
tax consequences of receiving shares under the Plan, and particularly
regarding the advisability of making an election pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended (the Code), and pursuant to
the corresponding provisions, if any, of applicable state law, or(b)
    
    has knowingly chosen not to consult such a tax advisor.
 (check as applicable)
 (a)
    
    to make an election pursuant to Section 83(b) of the Code,
and is submitting to the Company, together with the undersigneds executed
Restricted Stock Award Agreement, an executed form entitled Election Under
Section 83(b) of the Internal Revenue Code of 1986, or(b)
    
    not to make an election pursuant to Section 83(b) of the
Code.
  Dated:RecipientPrint Name




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EXHIBIT B
 ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
  1.
    
    The name, address, taxpayer identification number and taxable year of the undersigned are as
follows:NAME OF TAXPAYER:ADDRESS:IDENTIFICATION NO. OF TAXPAYER:TAXABLE YEAR:2.
    
    The property with respect to which the election is made is described as follows:
shares of the Common Stock of Coinstar, Inc., a Delaware corporation (the
Company).3.
    
    The date on which the property was transferred is:4.
    
    The property is subject to the following restrictions:The property is subject to a forfeiture right pursuant to which the Company can
reacquire the Shares if for any reason taxpayers services with the Company are
terminated. The Companys right to receive back the shares lapses as follows:
.5.
    
    The aggregate fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such property is:
$6.
    
    The amount (if any) paid for such property is: $
  The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner of Internal Revenue.




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Dated:Taxpayer
 B-2




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DISTRIBUTION OF COPIES
 1.
    
    File original with the Internal Revenue Service Center where the taxpayers income tax return
will be filed. Filing must be made by no later than 30 days after the date of grant.
 2.
    
    Attachone copyto the taxpayers income tax return for the taxable year in which the
property was transferred.
 3.
    
    Mail one copy to the Company at the following address:
 Coinstar, Inc.  1800 114 th Avenue SE  Bellevue, WA 98004