Amended and Restated Equity Grant Program



 Exhibit 10.1 
 AMENDED AND RESTATED 
 EQUITY GRANT PROGRAM 
 FOR 
 NONEMPLOYEE DIRECTORS UNDER THE

 COINSTAR, INC. 
 1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN 
 (As amended by the Compensation Committee on February 10, 2006)

 The following provisions set forth the terms of the equity grant program (the “Program”) for nonemployee directors of
Coinstar, Inc. (the “Company”) under the Company’s 1997 Amended and Restated Equity Incentive Plan (the “Plan”). The following terms are intended to supplement, not alter or change, the provisions of the Plan, and in the
event of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern. All capitalized terms that are not defined herein shall be as defined in the Plan. 
  

	1.	Eligibility 

 Each director of the Company elected
or appointed to the Board who is not otherwise an employee of the Company or of any Affiliate of the Company (a “Nonemployee Director”) shall be eligible to receive Options and Stock Awards under the Plan, as discussed below. 

 

	2.	Options 

  

	 	(a)	Each Nonemployee Director shall be eligible to receive Options as follows: 

  

	 	(i)	Initial Option Grants 

 Each Nonemployee Director
shall receive a Nonstatutory Stock Option to purchase 11,000 shares of Common Stock (“Initial Option Grant”) upon such Nonemployee Director’s initial election or appointment to the Board. 
  

	 	(ii)	Annual Option Grants 

 Beginning with the 2006
Annual Meeting of Stockholders, immediately following each Annual Meeting of Stockholders, the Chairman of the Board, if he or she is a Nonemployee Director, shall automatically be granted an Option to purchase 13,500 shares of Common Stock, and
each other Board member who is then a Nonemployee Director shall automatically be granted an Option to purchase 8,500 shares of Common Stock, on the terms and conditions set forth herein (each, an “Annual Option Grant”). 








	 	(b)	Vesting and Exercisability 

 Options shall vest and
become exercisable according to the following schedule: 
  

	 	(i)	Initial Grants 

 Each Initial Option Grant shall be
fully vested and exercisable on the date of grant. 
  

	 	(ii)	Annual Option Grants 

 Each Annual Option Grant
shall vest and become exercisable in equal monthly installments over the period from the date of grant until the anniversary of the date of grant, at which time the Annual Option Grant shall be fully vested and exercisable. 
 Subject to the vesting and exercisability schedule described above, each Option may be exercised in whole or in part at any time; provided, however, that
an Option may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator. 
  

	 	(c)	Option Exercise Price 

 The exercise price of an
Option shall be equal to the Fair Market Value of the Common Stock on the date of grant. 
  

	 	(d)	Manner of Option Exercise 

 An Option shall be
exercised by giving the required notice to the Company, stating the number of shares of Common Stock with respect to which the Option is being exercised, accompanied by payment in full for such Common Stock, which payment may be, to the extent
permitted by applicable laws and regulations, in whole or in part: 
  

	 	(i)	in cash or check; 

 (ii)      if
and so long as the Common Stock is registered under the Exchange Act, in shares of Common Stock owned by the Nonemployee Director for at least six months (or any shorter period necessary to avoid adverse accounting consequences to the Company)
having a fair market value equal to the aggregate option exercise price on the date preceding the date of exercise; 
 (iii)     if and so long as the Common Stock is registered under the Exchange Act, by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker, to promptly deliver to the
Company the amount of proceeds to pay the exercise price, all in accordance with the regulations of the Federal Reserve Board; or 
  

	 	(iv)	payment by a combination of methods of payment described above. 

  

	 	(e)	Term of Options 

 The term of each Option commences
on the date it is granted and, unless sooner terminated as set forth herein, expires on the date five (5) years from the date of grant (the 

  

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“Expiration Date”). If the Nonemployee Director’s service terminates for any reason, the Option shall terminate on the earlier of the
Expiration Date or the date twelve (12) months following the date of termination of service. In any and all circumstances, an Option may be exercised following termination of the Nonemployee Director’s service as a Nonemployee Director of
the Company only as to that number of shares as to which it was exercisable on the date of termination of such service under the provisions of Section 2(b). 
  

	3.	Restricted Stock Awards 

  

	 	(a)	Grant of Restricted Stock 

 Beginning with the 2006
Annual Meeting of Stockholders, immediately following each Annual Meeting of Stockholders, each Nonemployee Director shall automatically be granted 1,500 shares of restricted stock (“Annual Restricted Stock Grant”), on the terms and
conditions set forth herein. 
  

	 	(b)	Vesting of Restricted Stock 

 Each Annual Restricted
Stock Grant shall fully vest on the first anniversary of the date of grant and no longer be subject to forfeiture to the Company. In the event a Nonemployee Director’s service terminates for any reason prior to vesting of the Annual Restricted
Stock Grant, the shares subject to such Annual Restricted Stock Award will be forfeited to the Company. 
  

	4.	Effect of Certain Transactions 

 In the event of a
merger, reorganization or sale of substantially all of the assets of the Company, (a) the vesting of each Option shall accelerate such that each Option may be exercised with respect to 100% of the shares, and the Options shall terminate if not
exercised prior to such event, and (b) the vesting of each Annual Restricted Stock Grant shall accelerate and the shares subject to such grant shall no longer be subject to forfeiture upon such event. 
  

	5.	Amendment 

 The Board may amend the provisions
contained herein in such respects as it deems advisable. Any such amendment shall not, without the consent of the Nonemployee Director, impair or diminish any rights of a Nonemployee Director under an outstanding equity grant. 
  

	6.	Effective Date 

 The Program shall become effective
upon adoption by the Board. 
 Provisions of the Plan (including any amendments) that are not discussed above, to the extent applicable to
Nonemployee Directors, shall continue to govern the terms and conditions of any equity grants to Nonemployee Directors under the Program. 
  

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