This TRANSITION
AGREEMENT (the “Agreement”) is entered into by and
between Brian V. Turner (“Mr. Turner” or
“Employee”) and Coinstar, Inc., a Delaware corporation
(“Employer” or “Company”) as of March 31,
2009, modifying certain aspects of the employment relationship.
Mr. Turner has voluntarily resigned from his position as Chief
Financial Officer of the Company. The resignation is effective
May 31, 2009 (“Resignation Date”).
Mr. Turner
will devote all of his productive time, ability, attention and
effort to the Company’s business and will skillfully serve
its interests until the Resignation Date. The Company will pay to
Mr. Turner all of his accrued salary, less required
deductions, through the Resignation Date.
2.
TRANSITION PAYMENTS AND BENEFITS
Mr. Turner
will be paid a total of Four Hundred and Five Thousand Dollars
($405,000), less all applicable deductions and tax withholdings, as
of the Resignation Date. Payment shall be made to Mr. Turner
in twenty-four (24) substantially equal semi monthly
installments at regularly scheduled payroll intervals, beginning
June 1, 2009, and continuing for eleven (11) consecutive
months thereafter; provided, however, that the installments that
would normally be paid in the months of June 2009 through
December 2009, shall be accumulated without interest and paid to
Mr. Turner at the first regular payroll date in January 2010.
For purposes of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), each such installment
shall be treated as a separate payment.
Mr. Turner
will also be eligible for a prorated bonus (based on the number of
days in calendar year 2009 that Mr. Turner is employed by the
Company compared to 365) equal to the bonus he otherwise would have
received had he remained employed on the payment date under the
terms of the 2009 executive incentive compensation plan. Any bonus
payable under the 2009 executive incentive compensation plan (as
finally determined by the Compensation Committee of the
Company’s Board of Directors) will be paid at the same time
bonuses for other executives are paid in 2010.
The vesting of
Mr. Turner’s outstanding unvested stock options will be
accelerated such that all tranches of such options that would have
become vested on or prior to May 31, 2010 will become fully
vested and exercisable on May 31, 2009. All of
Mr. Turner’s vested unexercised stock options
outstanding on May 31, 2009, including the stock options so
accelerated, will remain exercisable until August 31, 2010,
and to the extent not exercised will be cancelled as of 5:00 PM
Pacific Time on that date. The vesting of Mr. Turner’s
outstanding time-vested restricted stock will be accelerated such
that all tranches of such restricted stock that would have become
vested on or prior to May 31, 2010 will become fully vested on
May 31,
2009 so that
the restrictions on such shares will lapse and such shares will no
longer be subject to forfeiture. The vesting of Mr. Turner’s
outstanding earned performance-based restricted stock will be
accelerated such that all tranches of such restricted stock will
become fully vested on May 31, 2009 so that the restrictions
on such shares will lapse and such shares will no longer be subject
to forfeiture. Mr. Turner’s outstanding unearned
performance-based restricted stock award will not be forfeited in
connection with the Resignation Date but will remain subject to
determination by the Compensation Committee of the Company’s
Board of Directors after December 31, 2009 of the extent to
which the shares covered by such award have been earned up to the
target level of such award; provided, however, that any such earned
shares shall not be subject to further time vesting and shall be
prorated under this Agreement based on the number of days in
calendar year 2009 that Mr. Turner is employed by the Company
compared to 365 (the “net earned shares”) and that all
shares subject to such award other than the net earned shares will
be thereafter forfeited; provided further, that if the Compensation
Committee determines that such award is earned above target, no
additional shares will be issued to Mr. Turner or taken into
account in determining the net earned shares. (For example,
assuming Mr. Turner is employed though May 31, 2009, the number of
days to be used in the calculation would be 151.)
3.
NON-INTERFERENCE WITH COMPANY’S EMPLOYMENT
RELATIONSHIP
Mr. Turner
agrees that he will not directly or indirectly seek to induce the
departure of or hire away any current employees of the Company for
a period of one (1) year from the Resignation Date. In
addition, Mr. Turner agrees not to interfere in any manner
with the employment relations between the Company and its other
employees.
4. GENERAL
WAIVER AND RELEASE OF CLAIMS
Mr. Turner
expressly waives any and all claims against the Company and
releases the Company (including its officers, directors,
stockholders, employees, agents, and representatives) from any and
all claims, whether known or unknown, that he may have that in any
way relate to the employment relationship with the Company,
including the termination of the employment relationship and any
disqualification of incentive stock options. It is understood that
this release includes, but is not limited to, any claims for wages,
bonuses, employment benefits, or damages of any kind whatsoever,
arising out of any contracts, expressed
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