Second Amendment to Letter Agreement between Coinstar, Inc. and John Harvey



 Exhibit 10.2 
 SECOND AMENDMENT TO 
 LETTER AGREEMENT 
 This Second Amendment to Letter Agreement (“Second Amendment”) is made and entered into as of September 7, 2009, by and
between Coinstar, Inc., a Delaware corporation (“Company”) and John Harvey (“Employee”). This Second Amendment takes effect November 9, 2009. 
 RECITALS 
 A. On or about
April 1, 2009, Company and Employee entered into a Letter Agreement Regarding Retention Incentives and Release. On or about May 8, 2009, Company and Employee entered into an Amendment to Letter Agreement (collectively, the
“Letter Agreement”). 
 B. The Letter Agreement provided for certain employment incentives including the vesting of
the Stock Option and the Cash Incentive (as defined in the Letter Agreement) upon the occurrence of a certain event or events before February 26, 2012 for the Cash Incentive and March 19, 2013 for the Stock Option. The undersigned wish to
modify the terms of the Letter Agreement and the Stock Option, as applicable, to eliminate (i) the vesting of the Stock Option upon the occurrence of such event or events, and (ii) the vesting of the Cash Incentive upon the occurrence of
such event or events. 
 C. The purpose of this Second Amendment is to set forth the terms and conditions upon which the undersigned will
modify the terms of the Letter Agreement and the Stock Option. 
 AGREEMENT 
 For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree that Letter Agreement and the Stock Option are
amended as follows: 
 1. AMENDMENT; DEFINITIONS 
 1.1 Amendment 
 The Letter Agreement is amended pursuant to Section 5 thereof as set forth herein. Except as
specifically provided for in this Second Amendment, all of the terms and conditions of the Letter Agreement and the Stock Option shall remain in full force and effect. Hereinafter, any reference to the Letter Agreement and the Stock Option shall
mean the Letter Agreement and the Stock Option, as amended hereby. 
  

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 1.2 Definitions 
 Capitalized terms shall have the meanings given to them in the Letter Agreement, except as otherwise defined in this Second Amendment or as the context otherwise requires. 
 2. AMENDMENT TO EXHIBIT A OF LETTER AGREEMENT 
 The
Letter Agreement is hereby amended by deleting Exhibit A in its entirety and replacing it with Exhibit A as attached to this Second Amendment. 
 3. COUNTERPARTS 
 This Amendment may be executed in one or more counterparts, each of which shall
constitute an original agreement, but all of which together shall constitute one and the same agreement. 
 [Signature page follows]

  

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 IN WITNESS WHEREOF, Company and Employee have caused this Second Amendment to be duly executed as of the
date first written above. 
  

			
	COMPANY
	
	COINSTAR, INC., a Delaware corporation
		
	By:	 	 /s/    Paul D. Davis

	Name:	 	 Paul D. Davis

	Title:	 	 Chief Executive Officer


  

	
	EMPLOYEE 
	
	 /s/    John Harvey

	John Harvey

  

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 EXHIBIT A 
 TO LETTER AGREEMENT REGARDING RETENTION INCENTIVES 
 AND RELEASE 
 John Harvey 
 Stock Option 
 Subject to the applicable terms and conditions regarding such option, including but not limited to the terms and conditions set forth at http://www.fidelity.com with
respect thereto, you have been granted an option to purchase 18,050 shares of Common Stock of the Company (the “Stock Option”). The Stock Option is subject to the terms and conditions set forth in the Stock Option Grant Notice, the
Stock Option Agreement and the 1997 Amended and Restated Equity Incentive Plan governing such option, including but not limited to the vesting schedule applicable thereto. 
 Cash 
 Subject to your continued employment or service relationship with the Company through 
 (a) February 26, 2010, at such time you will be paid a cash payment of $327,054.64, 
 (b) February 26, 2011, at such time you will be paid a cash payment of $327,054.64, and 
 (c) February 26, 2012, at such time you will be paid a cash payment of $327,054.64 ((a), (b) and (c), collectively, the “Cash Incentive”).