EXHIBIT 10.20
For Grants Made After December 12, 2005
to Plan Participants Other than the CEO, COO or CFO
COINSTAR, INC.
1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN
STOCK OPTION GRANT NOTICE
Coinstar, Inc.
(the “Company”) hereby grants to Participant an Option
(the “Option”) to purchase shares of the
Company’s Common Stock. The Option is subject to all the
terms and conditions set forth in this Stock Option Grant Notice
(this “Grant Notice”) and in the Stock Option Agreement
and the Company’s 1997 Amended and Restated Equity Incentive
Plan (the “Plan”), which are attached to and
incorporated into this Grant Notice in their entirety.
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Identification Number (SS#):
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Number of
Shares Subject to Option :
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Exercise
Price (per Share) :
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Vesting
Commencement Date :
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Vesting and
Exercisability Schedule :
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[The Share
Option shall be exercisable in accordance with a vesting schedule
under which one-fourth (1/4) of the Share Options will vest on the
first anniversary of the Grant Date, and one-fourth (1/4) of the
Share Options will vest on each of the second, third and fourth
anniversaries of the Grant Date.]
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(subject to earlier termination in
accordance with the terms of the Plan and the Stock Option
Agreement)
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Additional
Terms/Acknowledgement :
The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Stock Option
Agreement, the Plan and the Plan Summary. Participant further
acknowledges that as of the Grant Date, this Grant Notice, the
Stock Option Agreement and the Plan set forth the entire
understanding between Participant and the Company regarding the
Option and supersede all prior oral and written agreements on the
subject.
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PARTICIPANT
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[Electronic
signature]
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1. Stock Option
Agreement
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2. 1997 Amended
and Restated Equity Incentive Plan
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COINSTAR, INC.
1997 Amended and Restated Equity Incentive Plan
Pursuant to your
Stock Option Grant Notice (“Grant Notice”) and this
Stock Option Agreement, Coinstar, Inc. has granted you an Option
under its 1997 Amended and Restated Equity Incentive Plan (the
“Plan”) to purchase the number of shares of the
Company’s Common Stock (the “Shares”) at the
exercise price indicated in your Grant Notice. Capitalized terms
not explicitly defined in this Stock Option Agreement have the same
definitions as in the Plan.
The details of the
Option are as follows:
1.
Vesting and Exercisability . Subject to the limitations
contained herein, the Option will vest and become exercisable as
provided in your Grant Notice, except that vesting will cease upon
termination of your employment or service relationship with the
Company and the unvested portion of the Option will
terminate.
2.
Securities Law Compliance . At the present time, the Company
has an effective registration statement with respect to the Shares.
The Company intends to maintain this registration but has no
obligation to do so. In the event that such registration is no
longer effective, you will not be able to exercise the Option
unless exemptions from registration under federal and state
securities laws are available; such exemptions from registration
are very limited and might be unavailable. The exercise of the
Option must also comply with any other applicable laws and
regulations governing the Option, and you may not exercise the
Option if the Company determines that such exercise would not be in
material compliance with such laws and regulations.
3.
Incentive Stock Option Qualification . If so designated in
your Grant Notice, all or a portion of the Option is intended to
qualify as an Incentive Stock Option under federal income tax law,
but the Company does not represent or guarantee that the Option
qualifies as such.
If the Option has
been designated as an Incentive Stock Option and the aggregate Fair
Market Value (determined as of the Grant Date) of the shares of
Common Stock subject to the portions of the Option and all other
Incentive Stock Options you hold that first become exercisable
during any calendar year exceeds $100,000, any excess portion will
be treated as a Nonstatutory Stock Option, unless the Internal
Revenue Service changes the rules and regulations governing the
$100,000 limit for Incentive Stock Options. A portion of the Option
may be treated as a Nonstatutory Stock Option if certain events
cause exercisability of the Option to accelerate.
4. Notice
of Disqualifying Disposition . To the extent the Option has
been designated as an Incentive Stock Option, to obtain certain tax
benefits afforded to Incentive Stock Options, you must hold the
Shares issued upon the exercise of the Option for two years after
the Grant Date and one year after the date of exercise. You may be
subject to the alternative minimum tax at the time of exercise. You
should obtain tax advice when exercising the Option and prior to
the disposition of the Shares. By accepting the Option, you agree
to promptly notify the Company if you dispose of any of the Shares
within one year from the date you exercise all or part of the
Option or within two years from the Grant Date.
5. Method
of Exercise . You may exercise the Option by giving written
notice to the Company, in form and substance satisfactory to the
Company, which will state your election to exercise the Option and
the number of Shares for which you are exercising the Option. The
written
notice must be
accompanied by full payment of the exercise price for the number of
Shares you are purchasing. You may make this payment in any
combination of the following: (a) by cash; (b) by check
acceptable to the Company; (c) if permitted by the Plan
Administrator, by using shares of Common Stock you have owned for
at least six months; (d) if the Common Stock is registered
under the Exchange Act, by instructing a broker to deliver to the
Company the total payment required; or (e) by any other method
permitted by the Plan Administrator.
6.
Treatment Upon Termination of Employment or Service
Relationship . The unvested portion of the Option will
terminate automatically and without further notice immediately upon
termination of your employment or service relationship with the
Company for any reason (the “Employment Termination
Date”). You may exercise the vested portion of the Option as
follows:
(a)
General Rule . You must exercise the vested portion of the
Option on or before the earlier of (i) three months after your
Employment Termination Date and (ii) the Option Expiration
Date;
(b)
Disability . If your employment or service relationship
terminates due to Retirement or Disability, you must exercise the
vested portion of the Option on or before the earlier of
(i) twelve months after your Employment Termination Date and
(ii) the Option Expiration Date; and
(c)
Death . If your employment or service relationship
terminates due to your death, the vested portion of the Option must
be exercised on or before the earlier of (i) twelve months
after your Employment Termination Date and (ii) the Option
Expiration Date.
It is your
responsibility to be aware of the date the Option
terminates.
7.
Limited Transferability . During your lifetime only you can
exercise the Option. The Option is not transferable except by will
or by the applicable laws of descent and distribution, except that
Nonstatutory Stock Options may be transferred to the extent
permitted by the Plan Administrator. The Plan provides for exercise
of the Option by a designated beneficiary or the personal
representative of your estate.
8.
Withholding Taxes . As a condition to the exercise of any
port
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