Employment Agreement



 Exhibit 10.4 
  
 EMPLOYMENT AGREEMENT 
  
 COINSTAR LIMITED 
  
 and 
  
 ALEX CAMARA 
  
 Dated as of 15 June, 2001 







 EMPLOYMENT AGREEMENT 
  
 This Employment Agreement (this “Agreement”), dated as of March     , 2001, between Coinstar Limited, a
Private Limited Company registered under the laws of England whose registered office is at 100 New Bridge Street, London, England EC4V 6JA (“Employer”), and Alex Camara (“Employee”); 
  
 W I T N E S S E T H:

  
 WHEREAS, Employer and Employee wish to document certain understandings and
agreements; and 
  
 WHEREAS, Employer desires to continue to employ Employee upon
the terms and conditions set forth herein; and 
  
 WHEREAS, Employee is willing to
provide services to Employer upon the terms and conditions set forth herein; 
  
 A G R E E M E N T S: 
  
 NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Employer and Employee hereby agree as
follows: 
  

	1.	EMPLOYMENT 

  
 Employer will continue to employ Employee and Employee will continue to provide services to Employer as its Managing Director on the terms and conditions
specified herein (“the Employment”). 
  

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	2.	DUTIES, ATTENTION AND EFFORT 

  
 Employee will devote all of his productive time, ability, attention and effort to Employer’s business and will skillfully serve its interests during
the term of this Agreement. 
  
 Employee shall faithfully and
diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by Employer or its Board of Directors. Employer reserves the right to assign to Employee duties of a
different nature either additional or instead of his current duties, it being understood that he will not be assigned duties which he cannot reasonably fulfil. Employer shall obey the reasonable and lawful orders of Employer, given by the authority
of the Board, and shall comply with all Employer’s rules, regulations, policies and procedures from time to time enforced. 
  
 Employee’s normal working hours shall be 9.00 am to 5.30 pm Monday to Friday, and such additional hours (without further remuneration) as are
necessary for the proper performance of his duties of employment. 
  

	3.	TERM 

  
 Employee’s period of continuous employment commenced on 27 September 1999 and shall continue until terminated consistent with clause 8. No previous employment with any other employer shall be treated as
continuous with the Employment. 
  

	4.	EXCLUSIVITY OF SERVICE 

  
 Employee shall not (without the prior written consent of Employer) during the Employment directly or indirectly be interested in, engaged in, be concerned
with, or provide services to, any other person, company, business entity or other organisation whatsoever (whether as an employee, officers, director, agent, partner, consultant or otherwise) provided that Employee may hold up to 5% of any security
in a company which is quoted on any recognised stock exchange. 
  

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	5.	COMPENSATION 

  
 During the term of this Agreement, Employer agrees to pay or cause to be paid to Employee, and Employee agrees to accept in exchange for the services
rendered hereunder by him, the following compensation: 
  

	5.1	Base Salary 

  
 Employee’s compensation shall consist, in part, of an annual base salary of sixty eight thousand pounds (£68,000 ) before all customary payroll deductions. Such annual base salary shall be paid in
substantially equal instalments monthly in arrears by direct credit transfer. Employee’s salary shall be reviewed annually by Employer to determine in its discretion an appropriate increase in the base salary, without any undertaking by
Employer that Employee’s salary will be automatically increased. 
  

	5.2	Bonus 

  
 Employee shall be eligible for and receive his annual cash bonus for each calendar year during the term of this Agreement, provided Employer meets performance targets applicable to such bonuses, and subject to the
rules of the bonus scheme from time to time in force, and, provided further, any such bonus shall be pro-rated in the event that the Employment is terminated other than pursuant to clause 8.3. For the avoidance of doubt, where the Employment is
terminated pursuant to clause 8.3, no pro rata bonus will be payable. Details of the bonus scheme will be provided to Employee separately. 
  

	5.3	Car Allowance 

  
 Employee will be entitled to a 700 pound monthly allowance toward the costs associated with purchasing (or leasing), operating, and maintaining an
automobile. This automobile should be appropriate for the business duties of Employee’s position. Employee will be reimbursed for all petrol used on Company business consistent with the mileage reimbursement policy outlined in the Employee
Handbook for the United Kingdom. 
  

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	5.4	Stock Options 

  
 Employee is eligible to receive stock option grants as determined from time to time by the Board of Directors. 
  

	6.	PENSIONS AND BENEFITS 

  

	6.1	During the term of this Agreement, Employee will be entitled to participate, subject to and in accordance with applicable eligibility requirements, in fringe benefit programs as
shall be provided from time to time by, to the extent required, action of Employer’s Board of Directors and subject to the terms and conditions of such programs from time to time in force. Specifically, Employee shall be entitled to the
following: 

  

	 	(a)	Medical Insurance (coverage for Employee, Employee’s spouse, and Employee’s children); 

  

	 	(b)	Travel Insurance; 

  

	 	(c)	Life Assurance; and 

  

	 	(d)	Permanent Health Insurance/Long Term Disability. 

  
 If any plan provider (including but not limited to any insurance company) refuses for any reason (whether based on its own interpretation of the terms of
the insurance policy or otherwise) to provide any benefits to Employee, Employer shall not be liable to provide any such benefits itself or any compensation in lieu thereof. Employer reserves the right to change the insurance provider at any time.

  

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	6.2	Employee shall be eligible to participate in Employer’s Group Personal Pension Scheme (“the Scheme”) subject to the terms and conditions of the Scheme from time to
time in force. Based on Employee’s age, Employer will make contributions of a specified percent of Employee’s basic annual salary into the Scheme provided that this is matched by at least a specific personal contribution by Employee into
the Scheme. There is no contracting-out certificate in force in relation to the State Earnings Related Pension Scheme. 

  

	6.3	Employee shall be eligible to participate in the Employer’s stock purchase plan which allows Employees to purchase stock from Coinstar, Inc at a 15% discount to market, subject
to the terms and conditions of the plan. 

  

	7.	DEDUCTIONS 

  
 Employer shall be entitled at any time during the Employment, and in any event on termination, howsoever arising, to deduct from Employee’s
remuneration hereunder any monies due from him to Employer including but not limited to any outstanding loans, advances, cost of repairing any damage or lost to Employer’s property caused by him (and of the covering same, excess holiday and any
other monies owed by him to Employer). 
  

	8.	TERMINATION 

  

	8.1	By Employer on Notice 

  
 Employer may terminate the employment of Employee at any time during the term of Employment upon giving Notice of Termination (as defined below). Employee
agrees that Employer may at its absolute discretion make a payment or payments (which may at Employer’s absolute discretion be paid in instalments) representing salary and pro-rata bonus in lieu of any notice of termination or employment which
it or Employee is required to give, subject to any reduction in accordance with the provisions set out 

  

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below. For the avoidance of doubt, such payment or payments shall not include the value of any benefits, commission, or holiday entitlement which would have
accrued to Employee had he been employed until the expiry of either his notice entitlement under clause 8.4 below or the expiry of the fixed term of the Employment and, further, Employee shall have no entitlement to such payment or payments, unless
and until Employer notifies Employee in writing of its decision to make such payment to him. 
  

	8.2	By Employee on Notice 

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

	8.3	Termination Without Notice 

  
 Notwithstanding clauses 3 and 8.1 above, Employer may terminate the Employment without notice, or pay in lieu of notice, if Employee shall at any time:

  

	 	(i)	be guilty of dishonesty, misrepresentation, fraud or other gross misconduct, or gross incompetence or wilful neglect of duty, or commits any other serious breach of this agreement;
or 

  

	 	(ii)	act in any manner (whether in the course of his duties or otherwise) which is likely to bring Employer or any Associated Company into disrepute or prejudice the interests of
Employer or any Associated Company; 

  

	 	(iii)	be guilty of unsatisfactory conduct or performance of his duties or a failing or refusing to carry out his lawful duties or any reasonable directions of the Board of Directors of
Employer, after having received the written warning from Employer relating to the same; or 

  

	 	(iv)	be convicted of an indictable offence. 

  

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 Any delay by Employer in exercising such right to termination shall not constitute a waiver thereof.

  

	8.4	Notice 

  
 The term “Notice of Termination” shall mean at least twelve week’s written notice of termination of Employee’s employment during which period Employee’s employment and performance of
services will continue except that during the period March 31, 2000 through December 31, 2002, the term “Notice of Termination” shall mean at least six month’s written notice of termination of Employer’s employment during
which period Employee’s employment and performance of services will continue. The effective date of the termination of Employee’s employment hereunder shall be the date on which such notice period expires. 
  

	9.	CONFIDENTIALITY 

  
 Employee shall neither during his Employment (except in the proper performance of his duties) nor at any time (without limit) after the termination
thereof, howsoever arising, directly or indirectly: 
  

	 	(i)	use for his own purposes or those of any other person, company, business entity or other organisation whatsoever; or 

  

	 	(ii)	disclose to any person, company, business entity or other organisation whatsoever; 

  

	 	(iii)	 any trade secrets or confidential information relating to or belong to Employer or its Associated Companies including but not limited to any such information
related to customers, customer lists or requirements, price list or price instructors, marketing information, business plans or dealings, employees or officers, source codes, computer systems, software, financial information and plans, designs,
product-lines, prototypes, research activities, services, any documents marked “Confidential” (or with a similar expression), or any 



  

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information which Employee has been told is confidential or which he might reasonably expect Employer would regard as confidential, or any information which
has been given to Employer or any Associated Company in confidence by customers, suppliers or other persons. 


  
 The obligations contained in this clause shall not apply to any disclosures required by law, and shall cease to apply to any information or knowledge
which may subsequently come into the public domain after the termination of Employment other than by way of unauthorised disclosure. 
  

	10.	SICKNESS BENEFITS 

  

	10.1	In case of sickness or other incapacity for work, Employee must comply with Employer’s Company’s rules, from time to time in force, regarding sickness notification and
doctor’s certificates, details of which are set out in Employer’s Employee Handbook. 

  

	10.2	Employer reserves the right to require Employee to undergo a medical examination by a doctor or consultant nominated by it, in which event Employer will bear the cost thereof.


  

	10.3	Provided Employee has complied with the above rules, he will be entitled to receive Company Sick Pay, based on his normal salary for the periods specified below:


  

					
	 Service at start of absence

	  	Aggregate paid sick leave
in any period of 12 months

	  	 
	 	  	Full Pay	  	75% of Pay
	 Under 1 year
	  	4 weeks	  	4 weeks
	 1-2 years
	  	6 weeks	  	6 weeks
	 Over 2 to 3 years
	  	9 weeks	  	9 weeks
	 Over 3 years
	  	13 weeks	  	13 weeks

  

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	10.4	When calculating Employee’s normal salary, deductions will be made for any State sickness or other benefits due to Employee, as well as normal deductions for tax and National
Insurance. 

  

	10.5	In addition to Company Sick Pay described in Clause 10.3 and 10.4 above, Employee will be paid Statutory Sick Pay (“SSP”) when he is eligible to receive it under the
legislation and regulations from time to time in force. Where Company Sick Pay and SSP fall to be paid for the same day(s) of absence, Employee will receive the higher of the two sums. Further details about SSP can be obtained from Employer’s
Employee Handbook. 

  

	10.6	Whilst, during the Employment, Employee is absent from work on grounds of sickness or other medical incapacity: 

  

	10.6.1 	he will continue to be covered by Employer’s life assurance and private medical insurance and long term disability insurance schemes; 

  

	10.6.2 	his entitlement to participation in any company-portion of the incentive or bonus scheme shall cease on the expiry of the relevant period of the Company Sick Pay entitlement
referred to in Clause 10.3 above. 

  
 Any
outstanding or prospective entitlement to Company Sick Pay or private medical insurance cover benefits shall not prevent Employer from exercising its right to terminate the Employment in accordance with Clauses 8 hereof or otherwise and Employer
shall not be liable for any loss arising from such termination. 
  

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	11.	HOLIDAYS 

  

	11.1	Employee shall be entitled to receive his normal remuneration for all Bank and Public holidays normally observed in England and a further 20 working days’ holiday in each
holiday year (being the period from 1 January to 31 December). Employee may only take his holiday at such times as are agreed with his manager. 

  

	11.2	In the holiday years in which the Employment commences or terminates, entitlement to holiday shall accrue on a pro rata basis for each month of service. 

  

	11.3	Employer reserves the right, in its sole discretion, to require Employee to take any outstanding holiday during any notice period or to make payment in lieu thereof.


  

	11.4	Holiday entitlement for one holiday year cannot be taken in subsequent holiday years. Failure to take holiday entitlement in the appropriate holiday year will lead to forfeiture of
any accrued holiday not taken without any right to payment in lieu thereof. 

  

	12.	REPRESENTATIONS AND WARRANTIES OF EMPLOYEE 

  
 Employee represents and warrants that neither the execution nor the performance of this Agreement by Employee will violate or conflict in any way with any
other agreement by which Employee may be bound, or with any other duties imposed upon Employee by corporate or other statutory or common law. 
  

	13.	GRIEVANCE 

  
 If Employee has any grievance relating to the Employment he should raise it with the Board which will deal with the matter by discussion and majority
decision of those present and voting. 
  

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	14.	FORM OF NOTICE 

  
 All notices given hereunder shall be given in writing, shall specifically refer to this Agreement and shall be personally delivered or sent by telecopy or
other electronic facsimile transmission or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

  

			
	If to Employee:	  	 Alex Camara
 31 Wittering Close
 Kingston Upon Thames
 Surrey KT25GA

		
	If to Employer:	  	 Coinstar Limited
 Attn: Carol Lewis,
Secretary
 1800 114th
Avenue SE
 Bellevue, WA 98004

		
	Copy to:	  	 Perkins Coie
 Attn: Stephanie Daley-Watson

1201 Third Ave., 40th
 Floor Seattle, WA 98101-3099


  
 If notice is mailed,
such notice shall be effective upon mailing, or if notice is personally delivered or sent by telecopy or other electronic facsimile transmission, it shall be effective upon receipt. 
  

	15.	ASSIGNMENT 

  
 This Agreement is personal to Employee and shall not be assignable by Employee. Employer may assign its rights hereunder to (a) any corporation or other
entity resulting from any merger, consolidation or other reorganization to which Employer is a party or (b) any corporation, partnership, association or other person to which 

  

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Employer may transfer all or substantially all of the assets and business of Employer existing at such time. All of the terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 
  

	16.	WAIVERS 

  
 No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course
of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any
other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies. 
  

	17.	AMENDMENTS IN WRITING 

  
 No amendment, modification, waiver, termination or discharge of any provision of this Agreement, nor consent to any departure therefrom by either party
hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by Employer and Employee, and each
such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral
agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by Employer and Employee. 
  

	18.	APPLICABLE LAW 

  
 This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in
accordance with, the laws of England. 
  

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	19.	SEVERABILITY 

  
 If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the
duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision
hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. 
  

	20.	HEADINGS 

  
 All headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting,
this Agreement. 
  

	21.	COUNTERPARTS 

  
 This Agreement, and any amendment or modification entered into pursuant to clause 15 hereof, may be executed in any number of counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument. 
  

	22.	ENTIRE AGREEMENT 

  
 This Agreement on and as of the date hereof constitutes the entire agreement between Employer and Employee with respect to the subject matter hereof and
all prior or contemporaneous oral or written communications, understandings or agreements between Employer and Employee with respect to such subject matter, with the exceptions of [any noncompetition or non-disclosure agreement], are hereby
superseded and nullified in their entireties. 
  

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	23.	DEFINITIONS 

  
 In this Agreement, the following words and cognate expressions shall have the meanings set out below:- 
  

	23.1 	an “Associated Company” includes any firm, company, corporation or other organisation which: 

  

	23.1.1	 is directly or indirectly controlled by Employer; or 

  

	23.1.2 	directly or indirectly controls Employer; or 

  

	23.1.3 	is directly or indirectly controlled by a third party who also directly or indirectly controls Employer; or 

  

	23.1.4	 of which Employer or any other Associated Company owns or has a beneficial interest in 20% or more of the issued share capital or 20% or more of its capital assets; or


  

	23.1.5 	is the successor in title or assign of the firms, companies, corporations or other organisations referred to above. 

  

	23.2 	“Control” has the meaning ascribed by section 416 Taxes Act 1988 

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

									
	 	 	 	 	 COINSTAR LIMITED

				
	/s/ Alex Camara	 	 	 	By	 	 /s/ Richard P. Stillman

	 ALEX CAMARA
	 	 	 	 Its
	 	 Board Member


  

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