FORM OF FIRST AMENDMENT TO
CHANGE OF CONTROL AGREEMENT
This First
Amendment (this “Amendment”) to the Change of Control
Agreement (the “Change of Control Agreement”), dated as
of
, between Coinstar, Inc., a Delaware corporation
(“Employer”), and
(“Employee”) is entered into on
, 2008.
WHEREAS, Employer
and Employee wish to document an amendment to the Change of Control
Agreement;
NOW, THEREFORE,
for good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, Employer and Employee hereby agree
that, effective January 1, 2009, the Change of Control
Agreement shall be amended as follows:
1. Section 1.3
is amended to read as follows:
1.3
Duties, Authority and Responsibility
During the
Employment Period, the Employee’s authority, duties and
responsibilities shall be at least reasonably commensurate in all
material respects with the most significant of those held,
exercised and assigned at any time during the 90-day period
immediately preceding the Effective Date.
2. Section 4.4
is amended to read as follows:
During the
Employment Period, “ Date of Termination
” means (a) if the Employee’s employment is
terminated by reason of death, the end of the calendar month in
which the Employee’s death occurs, and (b) in all other
cases, the later of (i) five days after the date of personal
delivery of or mailing of, as applicable, the Notice of
Termination, and (ii) the date on which the Employee separates
from service, within the meaning of Section 409A(a)(2)(A)(i) of the
Internal Revenue Code of 1986, as a mended (the
“Code”). The Employee’s employment and
performance of services will continue during such five-day period;
provided, however, that the Employer may, upon notice to the
Employee and without reducing the Employee’s compensation
during such period, excuse the Employee from any or all of his
duties during such period.
3. Section 5.1(c)
is amended to read as follows:
(c) If, as
a result of the termination of the Employee’s employment, the
Employee and the Employee’s spouse and dependent children are
eligible for and timely (and properly) elect to continue coverage
under the Employer’s group health plan(s) in
accordance with
Code Section 4980B(f) (“COBRA”), the Employer
shall pay the premium for such coverage for a period of twelve
(12) months following the Date of Termination or until the
Employee is no longer entitled to COBRA continuation coverage under
the Employer’s group health plan(s), whichever period is the
shorter.
4. Section 5.4
is amended to read as follows:
Payments under
Section 5.1(a), 5.2 and 5.3 (other than payments of deferred
compensation, which shall be paid in accordance with the provisions
of the plan under which such compensation was deferred) shall be
paid to the Employee in a lump-sum in cash within 30 days of
the Date of Termination. Payments under Section 5.1(b) shall
be paid to the Employee in twelve (12) equal monthly
installments, beginning with the month following the month
containing the Date of Termination and continuing for eleven (11)
consecutive months thereafter. For purposes of Code
Section 409A, each installment payable pursuant to
Section 5.1(b) and this Section 5.4 shall be treated as a
separate payment.
5. Section 5.5
is amended to read as follows:
(a) For purposes
of this Agreement,
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