Redbox 2008 Annual Report Download - page 109

If at any time during the Post-Change of Control Period the Company terminates the employee’s employment
without cause (as defined below), or the employee terminates employment with good reason (as defined below), the
employee will be entitled to:
• the employee’s annual base salary through the date of termination;
• the product of (a) the employee’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 by the employee (together with any accrued interest or earnings
thereon);
• any accrued but unpaid vacation pay;
• an amount as separation pay equal to the employee’s annual base salary; and
• Company payment of the premiums for the employee’s and the employee’s spouse’s and dependent
children’s COBRA continuation coverage under the Company’s group health plans for a period of up to
12 months.
Payments for base salary through the date of termination and the 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 during the Post-Change of Control Period, 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.
For purposes of Messrs. Rench’s, Camara’s, and Blakely’s change-of-control agreements described above,
“cause” is defined as:
• failure or refusal to carry out the lawful duties of the employee or any directions of the Board of Directors of
Coinstar, which directions are reasonably consistent with the duties to be performed by the employee;
• 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 material violation of the confidentiality, noncompetition, and/or nonsolicitation provisions to which the
employee is bound.
For purposes of all of the change-of-control agreements, “good reason” generally includes any of the following
events, provided that within specified timeframes the employee provides the Company with notice, the Company
fails to remedy the event or condition, and the employee actually terminates employment:
• a material decrease in the employee’s annual base salary;
• a material decrease in the employee’s authority, duties, or responsibilities;
• a relocation of the employee’s principal place of employment more than 50 miles away; or
• with respect to Messrs. Cole’s, Davis’s, and Turner’s change-of-control agreements, the failure of the
Company to comply with and satisfy the assignment provisions in the employment agreement, subject to
certain notice requirements; or
• any other material breach of the employee’s change-of-control agreement or employment agreement, as
applicable.
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