COINSTAR INC
AMENDMENT NO.1 TO 1997 EQUITY INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.txt
<DESCRIPTION>AMENDMENT NO.1 TO 1997 EQUITY INCENTIVE PLAN
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                                                                    Exhibit 10.1

                                AMENDMENT NO. 1
                                COINSTAR, INC.

                          1997 EQUITY INCENTIVE PLAN

                            ADOPTED MARCH 28, 1997
                    APPROVED BY STOCKHOLDERS ON JUNE 9,1997
                            AMENDED MARCH 25, 1999
                     AMENDMENT APPROVED BY STOCKHOLDERS ON
                                 JUNE 16, 1999
                   AMENDED AND RESTATED ON DECEMBER 14, 2000

     Section 11(b) of the 1997 Equity Incentive Plan (the "Plan") of Coinstar,
Inc. is hereby amended and restated as follows:

          "(b)  In the event of: (1) a dissolution, liquidation or sale of
          substantially all of the assets of the Company; (2) a merger or
          consolidation in which the Company is not the surviving corporation;
          or (3) a reverse merger in which the Company is the surviving
          corporation but the shares of the Company's common stock outstanding
          immediately preceding the merger are converted by virtue of the merger
          into other property, whether in the form of securities, cash or
          otherwise, then to the extent permitted by applicable law (a "Company
          Transaction"): (i) any surviving corporation or a parent of such
          surviving corporation shall assume any vested or unvested Stock Awards
          outstanding under the Plan or shall substitute similar Stock Awards
          for those outstanding under the Plan, or (ii) such Stock Awards shall
          continue in full force and effect. Except as otherwise provided in the
          Agreement evidencing the Stock Award, any such Stock Awards that are
          assumed or replaced in a connection with a Company Transaction and do
          not otherwise accelerate at that time shall automatically become fully
          vested and exercisable with respect to 50% of the unvested portion of
          the Stock Award (the forfeiture or repurchase provisions to which such
          Stock Awards may be subject shall lapse to the same extent) in the
          event that the Employee's employment or service relationship with the
          successor company should terminate (i) in connection with the Company
          Transaction or (ii) subsequently within one year following such
          Company Transaction, unless such employment or service relationship is
          terminated by the successor company for Cause or by the Employee
          voluntarily without Good Reason; provided, that such acceleration
          shall not occur if such acceleration would render unavailable "pooling

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          of interests" accounting treatment for any Company Transaction for
          which pooling of interests accounting treatment is sought by the
          Company. In the event any surviving corporation or its parent refuses
          to assume or continue such Stock Awards, or to substitute similar
          Stock Awards for those outstanding under the Plan, then, with respect
          to Stock Awards held by persons then performing services as Employees,
          Directors or Consultants, the time during which such Stock Awards may
          be exercised shall be accelerated, the vesting of such Stock Awards
          shall be accelerated and the Stock Awards terminated if not exercised
          prior to such event.

          "Good Reason" means the occurrence of any of the following events or
          conditions and the failure of the successor company to cure such event
          or condition within 30 days after receipt of written notice from the
          Employee:

     (a)  a change in the Employee's status, position or responsibilities
          (including reporting responsibilities) that, in the option holder's
          reasonable judgment, represents a substantial reduction in the status,
          position or responsibilities as in effect immediately prior thereto;
          the assignment to the Employee of any duties or responsibilities 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;

     (b)  a reduction in the Employee's annual base salary;

     (c)  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;

     (d)  the successor company's failure to (i) 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 Plan, or (ii) 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;

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     (e)  any material breach by the successor company of its obligations to the
          Employee under the Plan or any substantially equivalent plan of the
          Successor Company; or

     (f)  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 Plan.

     "Cause," unless otherwise defined in an employment or services agreement
     between the Company and an Employee, means 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 shall be conclusive and binding.

     The remainder of the Plan shall remain unchanged and in full force and
effect. The Board of Directors of Coinstar, Inc., approved this Amendment No.1
on March 15, 2001.

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