COINSTAR, INC. NOTICE OF RESTRICTED STOCK AWARD TO CEO, COO OR CFO 1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN

EXHIBIT 10.21
For Awards Made After
December 12, 2005 to the CEO, COO or CFO

COINSTAR, INC.

NOTICE OF RESTRICTED STOCK AWARD TO CEO, COO OR CFO
1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN

Date:                          ___, 200_

To:                                               

     You have been granted an award of restricted stock (the “ Restricted Stock Award ”) by Coinstar, Inc. (the “ Company ”). This Restricted Stock Award is subject to the terms of the enclosed Restricted Stock Award Agreement and the Company’s 1997 Amended and Restated Equity Incentive Plan (the “ Plan ”). Except as expressly provided otherwise in the Restricted Stock Award Agreement, the Restricted Stock Award is limited by and subject to the express terms and conditions of the Plan. Defined terms in the Plan shall have the same meaning in this Notice of Restricted Stock Award, except where the context otherwise requires. By accepting this Restricted Stock Award, you accept it subject to the terms of this Notice of Restricted Stock Award and the enclosed Restricted Stock Award Agreement.

     The basic terms of the Restricted Stock Award are summarized as follows:

     The Restricted Stock Award is subject to forfeiture upon varying circumstances relating to your termination of employment with the Company. The restrictions on the shares will lapse and the shares will no longer be subject to forfeiture according to the following schedule:

COINSTAR, INC.

RESTRICTED STOCK AWARD AGREEMENT FOR AWARDS TO CEO, COO OR
CFO

     Pursuant to your Notice of Restricted Stock Award, (the “ Grant Notice ”) the Company has awarded you an award of restricted stock (the “ Restricted Stock Award ”) under its 1997 A mended and Restated Equity Incentive Plan (the “ Plan ”) for the number of shares of the Company’s Common Stock indicated in your Grant Notice. The Grant Notice, the Plan and this Restricted Stock Award Agreement (this “ Agreement ”) govern the terms of the award. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

1. Vesting

     Shares that have vested and are no longer subject to forfeiture according to the vesting schedule set forth in the Grant Notice are referred to herein as “ Vested Shares .” Shares that are not vested and remain subject to forfeiture under the preceding schedule are referred to herein as “ Unvested Shares .” The Unvested Shares will vest (and to the extent so vested cease to be Unvested Shares remaining subject to forfeiture) in accordance with the vesting schedule set forth in the Grant Notice. Collectively, the Unvested Shares and the Vested Shares are referred to herein as the “ Shares .”

2. Transfer Restrictions

     Any sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, whether voluntary or by operation of law, directly or indirectly, of Unvested Shares shall be strictly prohibited and void, except by will or the laws of descent and distribution.

3. Status of Participant

     You will be recorded as a stockholder of the Company with respect to the Shares.

4. Securities Law Compliance

      4.1 You represent and warrant that you (a) have been furnished with all information which you deem necessary to evaluate the merits and risks of receipt of the Shares, (b) have had the opportunity to ask questions and receive answers concerning the information received about the Shares and the Company, and (c) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company.

      4.2 You hereby agree that you will in no event sell or distribute all or any part of the Shares unless (a) there is an effective registration statement under the Securities Act of

1933, as amended (the “ Securities Act ”) and applicable state securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. You understand that the Company has no obligation to you to register the Shares with the Securities and Exchange Commission and has not represented to you that it will so register the Shares.

      4.3 You confirm that you have been advised, prior to your receipt of the Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act or any other applicable securities act.

      4.4 You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in this Agreement or the breach by you of any terms or conditions of this Agreement.

5. Termination of Employment; Company Transaction

      5.1 Termination of Employment

     Except as provided in Section 5.2 below, in the event your Continuous Status as an Employee, Director or Consultant terminates for any reason, including without limitation, your voluntary termination, termination by the Company, or the occurrence of your death, disability or retirement, the Unvested Shares shall be forfeited by you without payment of any further consideration to you.

      5.2 Company Transaction

     In the event of a merger, reorganization or sale of substantially all of the assets of the Company (a “Company Transaction”), 100% of any Unvested Shares shall automatically become fully vested so that the restrictions on the Shares will lapse and the Shares will no longer be subject to forfeiture.

6. Section 83(b) Election for Restricted Stock Award; Independent Tax Advice

     You understand that under Section 83(a) of the Internal Revenue Code of 1986 (the “ Code ”), the fair market value of the Unvested Shares on the date the forfeiture restrictions lapse will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “forfeiture restrictions” means the right of the Company to receive back any Unvested Shares upon termination of your employment with the Company. You understand that you may elect under Section 83(b) of the Code to be taxed at ordinary income rates on the fair market value of the Unvested Shares at the time they are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “ 83(b) Election ”)

must be filed with the Internal Revenue Service within 30 days from the grant date of the Restricted Stock Award.

     You understand that there are significant risks associated with the decision to make and 83(b) Election. If you make an 83(b) Election and the Unvested Shares are subsequently forfeited to the Company, you will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election. If you make an 83(b) Election and the value of the Unvested Shares subsequently declines, the 83(b) Election may cause you to recognize more compensation income than you would have otherwise recognized. On the other hand, if the value of the Unvested Shares increases and you have not made an 83(b) Election, you may recognize more compensation income than you would have if you had made the election.

     THE FORM FOR MAKING AN 83(b) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU UNDERSTAND THAT, IF YOU DECIDE TO MAKE AN 83(b) ELECTION, IT IS YOUR RESPONSIBILITY TO FILE SUCH AN ELECTION WITH THE INTERNAL REVENUE SERVICE AND THAT FAILURE TO FILE SUCH AN ELECTI