EXHIBIT 10.21
COINSTAR, INC.
STOCK OPTION AGREEMENT
GRANT TO CHIEF EXECUTIVE OFFICER
THIS AGREEMENT is made between Coinstar, Inc. ("Coinstar") and Xxxxx Xxxx
("Employee").
GRANT DATE: The effective date of this Agreement is October 8, 2001 (the "Grant
Date").
GRANT: The Board of Directors hereby grants to Employee an Option to purchase
200,000 shares (the "Shares") of Coinstar Common Stock at the exercise price of
$21.24 per share ("Option"). The Option is granted outside the Coinstar 1997
Amended and Restated Stock Option Plan (the "Plan") but, except as expressly
provided otherwise herein, is subject to the terms and conditions of the Plan.
NONQUALIFIED STOCK OPTION: This Option is granted as a nonqualified stock
option, which is not intended to qualify as an "incentive stock option" as that
term is used under Section 422 of the Internal Revenue Code of 1986, as amended.
TERM: The term of the Option is ten years from the Grant Date, unless sooner
terminated.
EXERCISE AND TRANSFERABLITY: Your option is not transferable except by will, by
the laws of descent and distribution or pursuant to a domestic relations order
and is only exercisable by you during your lifetime or by a transferee pursuant
to a domestic relations order.
TERMINATION OF OPTION: The unvested portion of the Option shall terminate
automatically upon termination of employment or services for any reason. The
vested portion of the Option shall remain exercisable until the earliest of:
(a) the tenth anniversary of the Grant Date;
(b) three months after termination of either employment or services
(whether as a director, consultant or other service provider) with Coinstar or a
related corporation for any reason other than for cause or by reason of
disability or death;
(c) one year after termination by reason of disability or death; and
(d) immediately upon termination for cause (as defined in the Plan).
If Employee dies while the Option is still exercisable, the Option shall
remain exercisable until the earlier of (i) the tenth anniversary of the Grant
Date and (ii) one year from the date of death.
It is Employee's responsibility to be aware of the date on which the Option
terminates and is no longer exercisable.
VESTING AND EXERCISABILITY:
The Option will vest and become exercisable according to the following schedule:
Portion of Total Option
Period of Continuous Service Which Is
From Vesting Base Date Vested and Exercisable
---------------------- ----------------------
One year from Vesting Base Date 25%
Each month completed thereafter An additional 2.08333%
Four years from Vesting Base Date 100%
TERMS OF PAYMENT: The Option price shall be payable in full at the time of
exercise in cash, by personal check of Employee, in Coinstar Common Stock
("Stock") (which has been held for at least six months) or any other form of
consideration permitted by Coinstar, or a combination hereof, as Employee may
determine. Stock delivered as full or partial payment upon exercise shall be
valued at the fair market value of the Stock on the date of exercise, where the
term "fair market value" is defined as the closing price of Stock reported by
NASDAQ on the date of exercise.
DIVIDEND, STOCK SPLIT, COMBINATION OR RECLASSIFICATION: If, from time to time,
during the term of this Agreement, there is any stock dividend, stock split,
combination of shares, or reclassification of the outstanding Stock, then any
and all new, substituted or additional shares to which Employee is entitled by
reason of this Agreement shall be included in the word "Shares" for all purposes
of this Agreement with the same force and effect as the shares presently subject
to this Agreement and there shall be a corresponding adjustment to the price for
each share.
Please execute the acceptance and acknowledgment set forth below on the
enclosed copy of this Agreement and return it to the undersigned. By your
signature below, Employee also acknowledges receipt of the Plan and the Plan
Summary.
COINSTAR, INC.
By: /s/ M. Xxxxx Xxxxx
----------------------------
Xxxxx Xxxxx
Its: Chief Administrative Officer
ACCEPTED AND ACKNOWLEDGED:
EMPLOYEE
/s/ Xxxxx X. Xxxx
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Xxxxx Xxxx
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