Redbox 2008 Annual Report Download - page 111

continue in full force and effect. Awards that are assumed or substituted will become fully vested with respect to
50% of the unvested portion in the event of termination (i) in connection with the transaction or (ii) within one year
following the transaction, unless the termination by the successor company is for cause (as defined below) or by the
employee voluntarily without good reason (as defined below). In the event the surviving corporation or its parent
refuses to assume or continue such awards, or to substitute awards, then, for awards held by employees, directors, or
consultants, awards will be accelerated and terminated if not exercised prior to such event.
For purposes of the 2000 Plan, “cause” is defined as, unless otherwise defined in an employment or services
agreement between Coinstar and an employee, dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor
violations), in each case as determined by the plan administrator, and its determination will be conclusive and
binding.
“Good reason” under the 2000 Plan is defined as the occurrence of any of the following events or conditions
and the failure of the successor company to cure any such event or condition within 30 days after receipt of written
notice from the employee:
• a change in the employee’s status, position, or responsibilities (including reporting responsibilities) that, in
the employee’s reasonable judgment, represents a substantial reduction in the status, position, or respon-
sibilities as in effect immediately prior thereto; the assignment to the employee of any duties or respon-
sibilities that, in the employee’s reasonable judgment, are materially inconsistent with such status, title,
position, or responsibilities; or any removal of the employee from or failure to reappoint or reelect the
employee to any of such positions, except in connection with the termination of the employee’s employment
for cause, as a result of his or her disability or death, or by the employee other than for good reason;
• a reduction in the employee’s annual base salary;
• the successor company’s requiring the employee (without the employee’s consent) to be based at any place
outside a 50-mile radius of his or her place of employment prior to a Company Transaction, except for
reasonably required travel on the successor company’s business that is not materially greater than such travel
requirements prior to the Company Transaction;
• the successor company’s failure to (a) continue in effect any material compensation or benefit plan (or the
substantial equivalent thereof) in which the Employee was participating at the time of a Company
Transaction, including, but not limited to, the 2000 Plan, or (b) provide the employee with compensation
and benefits substantially equivalent (in terms of benefit levels and/or reward opportunities) to those
provided for under each material employee benefit plan, program and practice as in effect immediately prior
to the Company Transaction;
• any material breach by the successor company of its obligations to the employee under the 2000 Plan or any
substantially equivalent plan of the successor company; or
• any purported termination of the employee’s employment or service relationship for cause by the successor
company that is not in accordance with the definition of cause under the 2000 Plan.
Potential Payments Upon Termination or Change of Control Table
The following table shows the estimated incremental compensation to our Named Executive Officers in the
event a termination or change of control had occurred on December 31, 2008. The table does not include amounts
payable under the EDCP, benefits generally available to all employees, or payments and benefits that the Named
Executive Officers would have already earned during their employment with us whether or not a termination or
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