exv10w10






Exhibit 10.10




AMENDMENT TO

LETTER AGREEMENT




          This Amendment to Letter Agreement (“Amendment”) is made and entered into as of May 8, 2009,
by and between Coinstar, Inc., a Delaware corporation (“Company”) and John Harvey (“Employee”).




RECITALS




     A. On or about April 1, 2009, Company and Employee entered into a Letter
Agreement Regarding Retention Incentives and Release (the “Letter Agreement”).



     B. The Letter Agreement provided for 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, 2010. The undersigned wish to modify the terms of the Letter
Agreement to provide for (i) the vesting of the Stock Option upon the occurrence of such
event or events before March 19, 2013, and (ii) the vesting of the Cash Incentive upon the
occurrence of such event or events before February 26, 2012.



     C. The purpose of this Amendment is to set forth the terms and conditions upon
which the undersigned will modify the terms of the Letter Agreement.



AGREEMENT




     For good and valuable consideration, the receipt of which is hereby acknowledged, the parties
agree that Letter Agreement is 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 Amendment, all of the terms and conditions of the Letter
Agreement shall remain in full force and effect. Hereinafter, any reference to the Letter Agreement
shall mean the Letter Agreement, as amended hereby.



     1.2 Definitions



     Capitalized terms shall have the meanings given to them in the Letter Agreement, except as
otherwise defined in this Amendment or as the context otherwise requires.




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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 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 Amendment to be duly executed as of
the date first written above.



COMPANY




COINSTAR, INC., a Delaware corporation




	 	 	 	 	 
	By:

	 	/s/ Paul Davis	 	 
	Name:

	 	 

Paul Davis
	 	 
	Title:

	 	CEO	 	 






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; provided,
however, that the Stock Option shall fully vest and be exercisable if, before March 19, 2013,
your employment or service relationship with the Company is terminated without Cause or with Good
Reason (defined below).




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”).



Notwithstanding the foregoing, if
before February 26, 2012 your employment or service relationship
with the Company is terminated without Cause or with Good Reason (defined below), the Cash
Incentive shall vest in full and be payable without regard to continued employment or service
relationship.




Related Definitions





	 	•	 	The term “Cause” has the same definition as that contained in the Employment
Agreement dated as of June 1, 2009 between you and the Company (including any amendments or
modifications thereto, the “Employment Agreement”).
	 
	 	•	 	The term “Good Reason” has the same definition as that contained in the Change of
Control Agreement (attached as Exhibit A to the Employment Agreement) to be entered into between
you and the Company as of June 1, 2009 (including any amendments or modifications
thereto, the “Change of Control Agreement”).