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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 ”).
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.
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
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.
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.
1
2. AMENDMENT
TO EXHIBIT A OF LETTER AGREEMENT
The Letter
Agreement is hereby amended by deleting Exhibit A in its
entirety and replacing
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