Summary of Director Compensation for Coinstar, Inc. Non-Employee Directors (Effective October 1, 2010)
This document outlines the compensation structure for non-employee directors of Coinstar, Inc. as of October 1, 2010. Non-employee directors receive an annual cash retainer, restricted stock awards, and stock option grants, with additional payments for attending extra board or committee meetings. Chairpersons of the board and committees receive further compensation. Initial grants for new directors are prorated, and all directors are reimbursed for reasonable company-related travel expenses. Compensation is paid quarterly, and awards are based on fair market value at the grant date.
Exhibit 10.2
SUMMARY OF DIRECTORS COMPENSATION
Effective as of October 1, 2010
| Compensation paid to non-employee directors | ||||
| Annual retainer | $ | 50,000 | ||
| Annual restricted stock award | $ | 75,000 | (1) | |
| Annual stock option grant | $ | 35,000 | (1) | |
| Stock option grant upon initial election or appointment | Prorated | (2) | ||
| Restricted stock grant upon initial election or appointment | Prorated | (2) | ||
| Attendance at Board meetings in excess of 10 meetings in a given year | $ | 1,500 | (3) | |
| Compensation for attendance at committee meetings (in person or by phone) | ||||
| Audit Committee | $ | 1,250 | ||
| Compensation Committee | $ | 1,000 | ||
| Nominating and Governance Committee | $ | 1,000 | ||
| Additional compensation for Board and Committee chairpersons | ||||
| Non-employee Board Chair | ||||
| Annual retainer | $ | 35,000 | ||
| Annual restricted stock award | $ | 30,000 | (1) | |
| Annual stock option grant | $ | 15,000 | (1) | |
| Audit Committee (if not Board Chair) | $ | 15,000 | ||
| Compensation Committee (if not Board Chair) | $ | 10,000 | ||
| Nominating and Governance Committee (if not Board Chair) | $ | 7,500 | ||
| (1) | Awards are granted based on grant date fair value. |
| (2) | Upon an initial election or appointment to the Board of Directors on a date other than the date of an annual meeting of stockholders, each non-employee director is automatically granted a prorated annual option grant and restricted stock award, based on the number of full calendar months between the date of initial election or appointment and the date of the first anniversary of the then last annual meeting of stockholders. |
| (3) | Each one-year period is measured from the date of one annual meeting of stockholders to the next annual meeting of stockholders, beginning with the 2008 Annual Meeting of Stockholders. |
Directors shall be paid cash compensation on a quarterly basis. Directors will also be reimbursed for reasonable Coinstar related travel expenses.
