OUTERWALL INC. COMPENSATION COMMITTEE CHARTER. (Approved on April 17, 2014)

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1 OUTERWALL INC. COMPENSATION COMMITTEE CHARTER (Approved on April 17, 2014) 1. Purpose The purpose of the Compensation Committee (the Committee ) is to ensure that the compensation practices of Outerwall Inc. (the Company ) further the shared interests of stockholders and management to attract, hire, retain and motivate the people needed to achieve the Company s performance goals. The Committee shall: (a) (b) benefit plans, (c) (d) define and oversee the executive compensation programs, review, approve and administer equity-based compensation and other employee periodically review other employee compensation and benefit programs, and define and oversee the director compensation program. The Committee shall maintain frequent and open communication between the Board of Directors of the Company (the Board ), independent consultants, internal human resources professionals and the Chief Executive Officer. 2. Organization The Committee shall consist of three or more directors, as determined by the Board, each of whom shall (a) meet the independence requirements established by the Board and required for listing by the Nasdaq Global Select Market (or such other independence-related criteria applicable to the Company from time to time), (b) be a non-employee director within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act ), and (c) be an outside director within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Board shall appoint the members of the Committee and the Chair on the recommendation of the Nominating and Governance Committee. The Board may remove any member from the Committee at any time with or without cause. 3. Philosophy The Committee will, at all times, use its collective best judgment to make decisions in the long-term interest of stockholders. In that spirit, the Committee intends that compensation at the Company will be competitive with salaries for comparable positions in the marketplace. Competitiveness will be evaluated in terms of total compensation, including base salary, shortterm incentive pay, long-term incentive pay and benefits. The Committee intends to work with management to ensure there is a clear relationship between compensation levels and organizational performance.

2 4. Responsibilities The Committee will have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board: (a) limited to: Define and oversee the executive compensation programs, including but not (1) Define an executive compensation program that supports the Company s strategic plan, attracts and retains key executives, and links total compensation to organizational performance. (2) Review and approve corporate goals and objectives relevant to the Chief Executive Officer s compensation, evaluate the Chief Executive Officer s performance in light of those goals and objectives, and determine the Chief Executive Officer s compensation based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer s compensation, the Committee shall consider the Company s performance and relative stockholder return, the value of similar incentive awards to Chief Executive Officers at comparable companies, and the awards given to the Chief Executive Officer in past years. The Chief Executive Officer shall not be present during voting or deliberation on his or her compensation. (3) Annually review the Chief Executive Officer s recommendations and determine the compensation for the Company s other executives. (4) Review (i) target goals established for the short-term incentive program for all members of the senior management team and (ii) payouts at the end of the year against the pre-established target goals. (5) Review and approve any new or amended employment arrangements and termination packages for executives. (b) Review, approve and administer equity-based compensation and other employee benefits plans, including but not limited to: (1) Equity Awards Review and approve all equity awards granted to employees, including executive officers. Amend or terminate the Company s equity plans to the extent the Committee deems appropriate, provided that Board and/or stockholder approval shall be obtained to the extent termination or amendment requires such approval under the terms of the applicable plan. Recommend to the Board when to increase the number of shares available for grant under the Company s equity plans. -2-

3 (2) Employee Stock Purchase Plan Periodically review any Company employee stock purchase plan. Amend or terminate any Company employee stock purchase plan to the extent the Committee deems appropriate, provided that Board and/or stockholder approval shall be obtained to the extent termination or amendment requires such approval under the terms of the plan. Recommend to the Board when to increase the number of shares available for purchase by employees under any Company employee stock purchase plan. (c) Periodically review other employee compensation and benefit programs with the goal of ensuring these programs support the Company s strategic plan and comply with all applicable laws, including but not limited to, an evaluation of whether the Company s incentive compensation programs contain incentives for executive officers and employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company. (d) Define and oversee the director compensation program. Periodically review the compensation paid to non-employee directors and approve any adjustments. No member of the Committee will act to fix his or her own compensation, except for uniform compensation to directors for their service as a director. (e) Review and discuss with management the Compensation Discussion & Analysis and, based on that review and discussion, determine whether to recommend to the Board that the Compensation Discussion & Analysis be included in the Company s annual proxy statement, and execute the Compensation Committee Report for the Company s annual proxy statement, both in compliance with and to the extent required by applicable Securities and Exchange Commission rules and regulations and/or relevant listing authority. Review, approve and/or recommend to the Board other executive compensation disclosure to be included in the Company s annual proxy statement and other filings to the extent required by the Exchange Act or other laws, rules and regulations. (f) Annually review and reassess this Charter and, if appropriate, make recommendations to the Board about changes to this Charter. (g) Obtain or perform an annual evaluation of the Committee s performance and make applicable recommendations. (h) Make relevant inquiries and take necessary actions to fulfill the undertakings set forth in this Charter. (i) Perform any other activities consistent with this Charter, the Company s Bylaws, as amended, and the laws of the state of Delaware as the Committee or the Board deem appropriate. -3-

4 5. Compensation Advisers The Committee may engage professional consultants to assist it in meeting its responsibilities. It will from time to time work with the Company s human resources professionals and with outside consultants to conduct market surveys to assess and compare executive compensation levels and pay practices in similar companies. The Committee has sole authority, in its discretion, to retain (or obtain the advice of) a compensation consultant, independent legal counsel or other adviser ( Compensation Adviser ) to assist the Committee with the discharge of its duties under this Charter, including sole authority to terminate a Compensation Adviser. The Company will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any Compensation Adviser engaged by the Committee. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications. The Committee may select, or receive advice from, a Compensation Adviser only after taking into consideration the following factors: The provision of other services to the Company by the person that employs the Compensation Adviser; The amount of fees received from the Company by the person that employs the Compensation Adviser, as a percentage of the total revenue of the person that employs the Compensation Adviser; The policies and procedures of the person that employs the Compensation Adviser that are designed to prevent conflicts of interest; Any business or personal relationship of the Compensation Adviser with a member of the Committee; Any stock of the Company owned by the Compensation Adviser; and Any business or personal relationship of the Compensation Adviser or the person employing the Compensation Adviser with any executive. After considering the independence factors outlined above, the Committee may select, or receive advice from, any Compensation Advisers it prefers, including ones that are not independent. The Committee is not required to conduct the independence assessment outlined above for in-house counsel or any Compensation Adviser whose role is limited to the following activities: (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executives or directors of the Company, and that is available generally to all salaried employees; and/or (b) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the Compensation Adviser, and about which the Compensation Adviser does not provide advice. -4-

5 If the Committee determines that the work performed by a Compensation Adviser retained by the Committee has raised any conflict of interest, the Committee shall disclose to the Board the nature of such conflict of interest and how it is being addressed. In determining whether a conflict of interest exists, the Committee shall consider the factors described above and the other requirements of Item 407(e)(3)(iv) of Regulation S-K. 6. Delegation To the extent permitted by applicable law, regulations and listing requirements, the Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee or of the Board or to Company officers to perform certain of its duties on its behalf on such terms and subject to such limitations as the Committee may determine. 7. Meetings The Committee will establish an annual calendar of meetings to meet its on-going responsibilities. It shall otherwise meet at the call of its Chair or at the direction of the Board. In the absence of a member designated by the Board to serve as Chair, the members of the Committee may appoint from among their number a person to preside at their meetings. -5-

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