COINSTAR, INC. NOTICE OF RESTRICTED STOCK AWARD 1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN

Exhibit 10.24

For Performance-Based Awards Made
to Executives other than the CEO, COO or CFO

COINSTAR, INC.

NOTICE OF RESTRICTED STOCK AWARD
1997 AMENDED AND RESTATED EQUITY INCENTIVE PLAN

Date:

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:

COINSTAR, INC.

RESTRICTED STOCK AWARD AGREEMENT

     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.

     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 .”

     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.

     You will be recorded as a shareholder of the Company with respect to the Shares and will have all rights of a shareholder with respect to the Shares, including voting rights; provided, however, that you will not accrue or be entitled to any dividends with respect to Unvested Shares.

      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.

      5.1 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”), then (a) if the performance goals set forth in the Grant Notice have not been met, any Unvested Shares shall be forfeited by you without payment of any further consideration to you and (b) if the performance goals set forth in the Grant Notice have been met, to the extent permitted by applicable law (i) any surviving corporation or a parent of such surviving corporation shall assume any vested or unvested Shares outstanding under the Plan or shall substitute similar Shares for those outstanding under the Plan, or (ii) such Shares shall continue in full force and effect. Any Shares that are assumed or replaced in connection with such a Company Transaction shall automatically become fully vested with respect to 50% of the unvested portion of the Shares (the forfeiture or repurchase provisions to which such Unvested Shares may be subject shall lapse to the same extent) in the event that your employment or service relationship with the successor company should terminate (i) in connection with the Company Transaction or (ii) subsequently within one year following such Company Transaction, unless such employment or service relationship is terminated by

the successor company for Cause or by you voluntarily without Good Reason. In the event any surviving corporation or its parent refuses to assume or continue such Shares, or to substitute similar Shares for those outstanding under the Plan, then, with respect to Shares held by you if then performing services as Employee, Director or Consultant the vesting of such Unvested Shares shall be accelerated so that the restrictions on the Shares will lapse and the Shares will no longer be subject to forfeiture.

      “Good Reason” means the occurrence of any of the following events or conditions and the failure of the successor company to cure such event or condition within 30 days after receipt of written notice from you:

(a) a change in your status, position or responsibilities (including reporting responsibilities) that, in your reasonable judgment, represents a substantial reduction in your status, position or responsibilities as in effect immediately prior thereto; the assignment to you of any duties or responsibilities that, in your reasonable judgment, are materially inconsistent with such status, title, position or responsibilities; or any removal from or failure to reappoint or reelect you to any of such positions, except in connection with the termination of your employment for Cause, as a result of you disability or death, or by you other than for Good Reason;

(b) a reduction in your annual base salary;

(c) the successor company’s requiring you (without your consent) to be based at any place outside a 50-mile radius of your place of employment prior to a Company Transaction, except for reasonably required travel on the successor company’s business that is not materially greater than such travel requirements prior to the Company Transaction;

(d) the successor company’s failure to (i) continue in effect any material compensation or benefit plan (or the substantial equivalent thereof) in which you were participating at the time of a Company Transaction, including, but not limited to, the Plan, or (ii) provide you with compensation and benefits substantially equivalent (in terms of benefit levels and/or reward opportunities) to those provided for under each material employee benefit plan, program and practice as in effect immediately prior to the Company Transaction;

(e) any material breach by the successor company of its obligations to you under the Plan or any substantially equivalent plan of the successor company; or

(f) any purported termination of your employment or service relationship for Cause by the successor company that is not in accordance with the definition of Cause under the Plan.

      “Cause , ” unless otherwise defined in an employment or services agreement between the Company and you, means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction