Redbox 2008 Annual Report Download - page 108

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• violation by the employee of a state or federal criminal law involving the commission of a crime against
Coinstar or a felony;
• current use by the employee of illegal substances; deception, fraud, misrepresentation, or dishonesty by the
employee; any act or omission by the employee that substantially impairs Coinstar’s business, good will, or
reputation; or
• any other material violation of any provision of the employment agreement.
Change-of-Control Agreements
Messrs. Cole, Davis, and Turner. The Company has entered into change-of-control agreements with Mr. Cole
(January 2004), Mr. Davis (April 2008), and Mr. Turner (August 2005) in conjunction with the execution of each
such executive’s current employment agreement. These agreements were amended on December 31, 2008 for
compliance with Section 409A of the Code. Under the terms of the change-of-control agreements, following a
change of control of the Company, the employee’s authority, duties, and responsibilities will be at least reasonably
commensurate with the most significant of those held, exercised, and assigned at any time during the 90-day period
immediately preceding the date of the change of control. In addition, the employee will be entitled to continued
compensation and benefits at levels comparable to pre-change of control levels and reimbursement for all
reasonable employment expenses.
If a change of control occurs during the period beginning on the date of the agreement and ending on the date
two years following notice from the Company that the Company intended to terminate the agreement, then the
executive is eligible to receive the following benefits if the Company terminates his employment other than for
cause (as defined above in their respective employment agreements) or if the executive terminates his employment
for good reason (as defined below):
• the executive’s annual base salary through the date of termination;
• the product of (a) the executive’s annual bonus with respect to the fiscal year in which the date of termination
occurs and (b) a fraction, the numerator of which is the number of days in the current fiscal year through the
date of termination and the denominator of which is 365;
• any compensation previously deferred (together with any accrued interest or earnings thereon);
• any accrued but unpaid vacation pay; and
• an amount as separation pay equal to the executive’s annual base salary.
Payments for base salary through date of termination and prorated bonus will be paid in a lump sum within
30 days of the date of termination. Payments of deferred compensation will be paid in accordance with the
provisions of the plan under which the compensation was deferred. Payments for the separation pay will be paid in
12 equal monthly installments, beginning the month after termination. If the executive’s employment terminates by
reason of death or total disability, the executive (or the executive’s estate or beneficiary, as applicable in the case of
the executive’s death) will receive the executive’s annual base salary through the date of termination, the executive’s
prorated bonus (as described above), any compensation previously deferred, and any accrued but unpaid vacation
pay.
Messrs. Rench, Camara, and Blakely. The Company entered into change-of-control agreements with
Messrs. Rench, Camara, and Blakely in March 2007, which were amended on December 31, 2008 for compliance
with Section 409A of the Code. Under the terms of the change-of-control agreements, for two years following a
change of control (the “Post-Change of Control Period”) of the Company, the employee’s authority, duties, and
responsibilities will be at least reasonably commensurate with the most significant of those held, exercised, and
assigned at any time during the 90-day period immediately preceding the date of the change of control. During the
Post-Change of Control Period, the employee will be entitled to continued compensation and benefits at levels
comparable to pre-change of control levels and reimbursement for all reasonable employment expenses.
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