LETTER AGREEMENT REGARDING
RETENTION INCENTIVES
AND RELEASE
Gregg
Kaplan
One Tower Lane, Suite 1200
Oakbrook Terrace, IL 60181
This Letter
Agreement (“ Agreement ”) confirms the
agreement between Coinstar, Inc., a Delaware corporation, (the
“ Company ”), and the above-named person
(“ you ” or “
Employee ”) with respect to certain
employment-related agreements. For purposes of this Agreement,
“ Company Party ” means the Company and
any of the Company’s subsidiaries, including but not limited
to Redbox Automated Retail, LLC, a Delaware limited liability
company (“ Redbox ”).
1.
Employment at Will . You will be employed at-will
following the execution of this Agreement, meaning that either you
or the relevant Company Party that employs you may terminate the
employment relationship at any time for any reason, with or without
cause.
2.
Incentives . The Compensation Committee of
Coinstar’s Board of Directors has granted you the following
employment incentives subject to the terms and conditions set forth
in Exhibit A :
(a)
Stock Option . An option to acquire shares of
Coinstar common stock in an amount and for the exercise price set
forth in the “Stock Option” section in
Exhibit A , such option to vest as specified in such
“Stock Option” section.
(b)
Cash . Cash payments to be made in the amounts and at
the times set forth in the “Cash” section in
Exhibit A .
3.
Termination of Certain Rights . In connection with
the execution of this Agreement, Employee acknowledges and agrees
to the termination of any and all rights that Employee might
otherwise have or have had (a) pursuant to any prior offer
letter to Employee from Redbox Automated Retail, LLC, including but
not limited to the offer letter dated May 31, 2006 and any
related Class B Interest Award Agreement entered into in connection
therewith, and (b) to payment pursuant to Schedule I,
Paragraph 7 and/or Schedule I.A. of the Purchase and Sale
Agreement dated as of February 26, 2009 between the Company
and Redbox Employee Equity Incentive Plan, LLC.
(a) In
consideration for the grant of incentives as specified above and
other benefits provided in this Agreement, you release, waive and
discharge each Company Party and their respective directors,
officers, employees and agents from any and all claims, liabilities
or obligations that you may have, whether direct or indirect, known
or unknown, contingent or accrued, arising in connection with any
agreements, activities or arrangements with or relating to any
Company Party. This release includes, but is not
limited to, any
claims for wages, bonuses, employment benefits, stock options,
equity awards, or damages of any kind, arising out of any common
law torts, arising out of any contracts, any theory of retaliation,
any theory of discrimination or harassment, or any federal or state
law, including, without limitation, Title VII of the Civil Rights
Act of 1964 as amended, the Civil Rights Act of 1991, the Civil
Rights Act of 1866, 42 U.S.C. § 1981, the Americans with
Disabilities Act, the Age Discrimination in Employment Act, the
Older Workers Benefit Protection Act, the Family and Medical Leave
Act, the Employee Retirement Income Security Act, the Washington
Law Against Discrimination, or any other legal limitation on or
regulation of the employment relationship. This waiver and release
does not preclude you from filing a lawsuit to enforce your rights
under this Agreement and it does not release, waive or discharge
claims arising after the date of this Agreement .
(b) You
acknowledge that you have carefully read and fully understand all
aspects of this Agreement including the fact that this Agreement
releases any claims that you might have against any Company Party.
You agree and acknowledge that you have not relied upon any
representations or statements not set forth in this Agreement or
made by any Company Party or their agents and representatives. You
acknowledge that you ha
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