8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2005

STARBUCKS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Washington		91-1325671
(State or Other Jurisdiction of	0-20322	(IRS Employer
Incorporation or Organization)	(Commission File Number)	Identification No.)

2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices)

(206) 447-1575
(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

EXHIBIT 99.1

Item 1.01 Entry into a Material Definitive Agreement.

     Effective as of April 1, 2005, James L. Donald was appointed president and chief executive officer of Starbucks Corporation (the “Company”) and was appointed to the Company’s Board of Directors as a Class 2 director. On March 30, 2005, the Company entered into an employment letter (the “Donald Letter”) with Mr. Donald, which letter superseded Mr. Donald’s prior employment arrangement with the Company. The Donald Letter is filed with this report as Exhibit 10.1 and is incorporated by reference into this report. The material terms and conditions of the Donald Letter are summarized in Item 5.02 below.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     Effective as of March 31, 2005, Orin C. Smith retired as president and chief executive officer of the Company and from the Company’s Board of Directors. Effective as of April 1, 2005, James L. Donald, 51, was appointed president and chief executive officer of the Company and was appointed to the Company’s Board of Directors as a Class 2 director. A press release announcing the retirement of Mr. Smith and the appointment of Mr. Donald is attached hereto as Exhibit 99.1.

     Mr. Donald joined the Company in October 2002 as president, North America. On October 12, 2004, he was promoted to ceo designate. From 1991 to 1994, Mr. Donald was a key executive in Wal-Mart’s development and expansion of the Wal-Mart Super Center, supervising all merchandising, distribution, store design and real estate operations. From 1994 to 1996, he served as president and manager of Safeway’s 130-store Eastern Division. From 1996 to October 2002, Mr. Donald served as chairman, president and ceo of Pathmark Stores, Inc., a $4.6 billion, 143-unit regional supermarket chain located in the New York, New Jersey and Philadelphia metropolitan areas.

     Under the terms of the Donald Letter (defined in Item 1.01 above), Mr. Donald is employed as the president and chief executive officer of the Company on an “at will” basis. The material terms and conditions of the Donald Letter are summarized below, which description is qualified by reference to the provisions of the Donald Letter attached to this report as Exhibit 10.1.

Base Pay

     As president and chief executive officer, Mr. Donald will continue to be paid his current base salary, which annualizes to $840,000.

Bonus

     Mr. Donald will continue to be eligible to participate in the Company’s Executive Management Bonus Plan at an incentive target of 100% of his eligible base salary, effective October 4, 2004, the first day of fiscal 2005. The objective performance criteria for such incentive targets have been established for him by the independent members of the Company’s Board of Directors.

Stock Options

     In connection with Mr. Donald’s promotion to president and chief executive officer, effective as of April 1, 2005, Mr. Donald was granted 100,000 non-qualified stock options at a per share exercise price equal to the regular trading session closing price of a share of the Company’s common stock on April 1, 2005. The stock options vest in three equal annual installments and expire on April 1, 2015, subject to Mr. Donald’s continued employment.

Benefits

     Mr. Donald will continue to enjoy the same benefits as the Company’s president and chief executive officer as those to which he was entitled prior to April 1, 2005. He will also continue to be eligible to participate in the Company’s Management Deferred Compensation Plan.

Executive Life Insurance

     Mr. Donald will continue to receive partner life insurance coverage equal to $1,000,000, paid for by the Company.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
10.1	Letter Agreement dated March 30, 2005 between Starbucks Corporation and James L. Donald.
99.1	Starbucks Corporation press release dated March 31, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	STARBUCKS CORPORATION
Dated: April 1, 2005
	By:	/s/ Michael Casey
		Michael Casey
		Executive vice president and chief financial officer
		Signing on behalf of the registrant and as principal financial officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement dated March 30, 2005 between Starbucks Corporation and James L. Donald.
99.1	Starbucks Corporation Press Release dated March 31, 2005.

EX-10.1

Exhibit 10.1

  Starbucks Coffee Company
  PO Box 34067
  Seattle, WA 98124-1067
  206/318-1575

March 30, 2005

Mr. James Donald
2401 Utah Avenue S.
Seattle, WA 98134

Dear Jim:

This document is designed to provide you with information regarding the terms and conditions of your employment based on your promotion to president and chief executive officer, Starbucks Corporation, effective on April 1, 2005.

Base Salary
You will continue to be paid bi-weekly at a base salary that annualizes to $840,000.00.

Bonus
You will continue to participate in the Executive Management Bonus Plan at an incentive target of 100% of your eligible base salary, effective October 4, 2004, the first day of fiscal 2005.

Stock Options
Effective April 1, 2005, you will be granted an option to purchase up to 100,000 shares of Starbucks common stock under the 2005 Key Employee Sub-Plan to Starbucks Corporation 2005 Long-Term Equity Incentive Plan, subject to approval by the Compensation and Management Development Committee of the Board of Directors. The per share exercise price of the option will be the regular trading session closing price of a share of Starbucks common stock on the date of grant. The option will vest in equal installments over a period of three (3) years, beginning on the first anniversary of the date of the grant, subject to your continued employment.

Management Deferred Compensation Plan
You will continue to be eligible to participate in the Management Deferred Compensation Plan (MDCP) if you are on our U.S. payroll.

Vacation
You will continue to receive an annual vacation grant of four (4) weeks. Unused vacation is not carried forward to the next fiscal year.

Executive Life Insurance
You will continue to receive the maximum partner life coverage benefit paid for by Starbucks of $1,000,000.

Retirement Programs
At present, Starbucks does not offer qualified or non-qualified pension plans and provides no retiree medical, dental, vision or other Company retiree health care plans. If Starbucks elects to offer such plans during the course of your employment with the Company, we will provide service credit under these plans, which will be effective from the original date of your employment with the Company.

In the event the provisions for giving service credit back to your original date of employment with Starbucks are not offered under a qualified pension or retiree health care plan that Starbucks elects to offer during your period of employment, Starbucks will provide a non-qualified arrangement to provide such service credit and benefits as are commensurate with any qualified plans that the Company adopts during your period of employment.

Mr. Jim Donald
March 30, 2005
Page 2

Insider Trading
As president and ceo of the Company, you will continue to be prohibited from trading Starbucks securities (or, in some circumstances, the securities of companies doing business with Starbucks) from time to time in accordance with the Company’s Insider Trading Policy and Blackout Procedures, a copy of which you have been provided.

Coffee Hedging
As an officer of the Company, you are prohibited from trading in coffee commodity futures for your own account. If you have further questions, please contact your Partner Resources generalist.

Other Benefits
You will continue to be eligible to participate in the benefits, savings and stock programs outlined in Your Special Blend, a copy of which has been provided to you. Please note that although it is Starbucks intention to continue these plans, they may be amended or terminated at any time without notice.

“At will” employment
In your position as president and ceo, you will remain employed “at will,” meaning that either you or Starbucks can end the employment relationship at any time, for any reason not prohibited by law.

Non-Competition Agreement
You will continue to be bound to the terms and conditions of the Non-Competition Agreement, dated October 15, 2002, between you and the Company.

Miscellaneous
This letter, and the agreements and documents referred to herein, constitute the entire agreement regarding your employment with Starbucks and supersede all prior or contemporaneous agreements or arrangements, written or oral, concerning your employment. This letter will be governed by the laws of the State of Washington, without regard to such state’s conflicts of laws rules.

* * * * *

Warm regards,

/s/ Howard Schultz

Howard Schultz
chairman

Accepted by:

/s/ James Donald	3-30-05
James Donald	Date
cc: Partner File
Stock Administration

EX-99.1

Exhibit 99.1

For Release on March 31, 2005 at 1:03 p.m. Pacific Time FINAL

Contacts:
Alan Hilowitz	Mary Ellen Fukuhara
Starbucks Media Relations	Starbucks Investor Relations
(206) 318-7709	(206) 318-4025
alan.hilowitz@starbucks.com	mfukuhar@starbucks.com

Jim Donald Joins Starbucks Board of Directors;
Officially Named President and Chief Executive Officer

SEATTLE; March 31, 2005 – Starbucks Corporation (Nasdaq: SBUX) today announced that effective tomorrow, April 1, 2005, Jim Donald will assume the role of president and chief executive officer, following today’s official retirement of Orin Smith. The Company also announced that Donald will join Starbucks Board of Directors, filling the seat vacated by Smith.

Donald, who worked closely with Smith and Starbucks chairman Howard Schultz, plans to maintain the Company’s momentum as it solidifies its position as an enduring global brand. Schultz will partner with Donald to lead the Company into its next phase of growth and innovation.

“I look forward to working with Jim for years to come,” Schultz said. “Jim has a true sense of humanity and understands what it means to be a world-class merchant. Starbucks is fortunate to have the benefit of Jim’s outstanding passion for our people and our culture, as well as his business acumen and leadership qualities.”

Donald, 51, joined Starbucks in 2002 as president, North America. In this position, Donald was responsible for the overall management, business development and operations of Starbucks in all North American markets. During this period, the Company experienced record financial performance, attributable largely to its success in North America.

“I am proud to be part of Starbucks outstanding management team,” said Donald. “When I joined Starbucks more than two years ago, I was optimistic about the opportunities ahead of us. Today, I am more enthusiastic than ever about the Company’s future.”

—more—

Transition Announcement page 2

Prior to Starbucks, Donald served as chairman, president and chief executive officer of Pathmark Stores, Inc. Donald was a key executive in Wal-Mart’s development of the Wal-Mart Super Center, supervising all merchandising, distribution, store design and real estate operations. Donald has more than 30 years of national retail and supermarket experience.

About Starbucks Corporation
Starbucks Corporation is the leading retailer, roaster and brand of specialty coffee in the world, with more than 9,000 retail locations in North America, Latin America, Europe, the Middle East and the Pacific Rim. The Company is committed to offering the highest quality coffee and the Starbucks Experience while conducting its business in ways that produce social, environmental and economic benefits for communities in which it does business. In addition to its retail operations, the Company produces and sells bottled Frappuccino® coffee drinks, Starbucks DoubleShot® coffee drink, and a line of superpremium ice creams through its joint venture partnerships. The Company’s brand portfolio provides a wide variety of consumer products. Tazo Tea’s line of innovative superpremium teas and Hear Music’s exceptional compact discs enhance the Starbucks Experience through best-of-class products. The Seattle’s Best Coffee® and Torrefazione Italia® Coffee brands enable Starbucks to appeal to a broader consumer base by offering an alternative variety of coffee flavor profiles.

Forward Looking Statement
This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, including future expectations regarding the Company’s global growth and operations, are all based on currently available information and are subject to various risks and uncertainties. The actual results of the Company’s global growth and operations could differ materially depending on a variety of factors including, but not limited to, domestic or international events or developments and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including the “Certain Additional Risks and Uncertainties” section of Starbucks Annual Report on Form 10-K/A for the fiscal year ended October 3, 2004.

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