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 Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2008

STARBUCKS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Washington	0-20322	91-1325671
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation or Organization)		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:

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2008, Peter J. Bocian, executive vice president, chief financial officer and chief administrative officer of Starbucks Corporation (the “Company”), notified the Company that he will resign from his position effective on or about November 25, 2008 to pursue another opportunity. Effective on or about November 25, 2008, Troy Alstead will assume the position of executive vice president, chief financial officer and chief administrative officer. Mr. Alstead, age 45, joined Starbucks in 1992 and has served as the Company’s senior vice president, Global Finance since September 2007. Mr. Alstead also served as chief operating officer, Starbucks Greater China from April 2008 to September 2008, senior vice president, Corporate Finance from September 2004 to August 2007, interim president, Starbucks Europe/Middle East/Africa from April 2003 through August 2004, and senior vice president, Starbucks Coffee International from March 2003 through March 2004. Mr. Alstead served in a number of other senior positions with Starbucks prior to 2004.

The Company has entered into a letter agreement with Mr. Alstead in connection with his promotion to executive vice president, chief financial officer and chief administrative officer. The letter agreement is attached as Exhibit 10.1 and is incorporated herein by reference. The material terms and conditions of this letter agreement were approved by the Compensation and Management Development Committee at a meeting held on November 6, 2008. Mr. Alstead will be paid a base salary that annualizes to $450,000. For the 2009 fiscal year, Mr. Alstead will be eligible to participate in the Company’s Executive Management Bonus Plan at an incentive target of 50% of his eligible base salary. In connection with his promotion, Mr. Alstead will receive a stock option grant with an economic value of $210,000, such stock options to be non-qualified options which will vest in equal installments over a four-year period, beginning on the first anniversary of the date of the grant. The exercise price of each stock option will be equal to the closing price of the Company’s common stock on the date of grant. Mr. Alstead will continue to be eligible to participate in the Company’s Management Deferred Compensation Plan, which allows him to save on a tax-deferred basis upon meeting certain required criteria. He will also continue to receive a partner life insurance coverage benefit paid for by the Company equal to three times his annual base salary, subject to a maximum benefit of $2,000,000.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Letter Agreement dated November 6, 2008 between Starbucks Corporation and Troy Alstead

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: November 11, 2008
	By:	/s/ Howard Schultz chairman, president and chief executive officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement dated November 6, 2008 between Starbucks Corporation and Troy Alstead

EX-10.1

Exhibit 10.1

Starbucks Coffee Company
PO. Box 34110
Seattle, WA 98124-1110
206/318-1575
Howard Schultz
chairman

November 6, 2008

Troy Alstead
[address]

Dear Troy:

Thank you for your contributions to the Company’s success and congratulations on your promotion to executive vice president, chief financial officer and chief administrative officer, effective on or about November 25, 2008.

Here are the specifics of your offer:

You will continue to be paid bi-weekly at a base salary that annualizes to $450,000.

Executive Management Bonus Plan

You will be eligible to participate in the Executive Management Bonus Plan (EMBP) for fiscal year 2009. Your bonus target will be 50% of your eligible base salary. Payout will be based on achievement of Company, business unit/department, and individual objectives.

For more information about the bonus plans, or a copy of the plan document, please talk to your Partner Resources generalist. Starbucks reserves the right to review, change, amend, or cancel incentive plans at any time.

Stock Option Grant

You will be granted stock options to purchase additional shares of Starbucks common stock with an economic value of $210,000 USD under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan, subject to formal approval by the Compensation and Management Development Committee of the Board of Directors. The exercise price of the options will be the regular trading session closing price of a share of Starbucks stock on the date of the grant. The grant date of your options will be after you assume your new role and otherwise effective in accordance with the Company’s equity grant timing policy. The options will be non-qualified and will vest in equal installments over a period of four (4) years, beginning on the first anniversary date of the grant, subject to your continued employment.

As a senior executive the Company’s executive stock ownership guidelines will apply to you. The guidelines require covered executives to achieve a minimum investment

Troy Alstead
November 6, 2008
Page 2

in Starbucks stock within five years. The minimum investment for executive vice presidents is $750,000. A copy of the guidelines will be provided to you.

Management Deferred Compensation Plan

You will continue to be eligible to participate in the Management Deferred Compensation Plan (MDCP) because you are on our U.S. payroll and meet the eligibility criteria. The MDCP provides eligible partners with the opportunity to save on a tax-deferred basis. If you have questions about the MDCP, please contact the Starbucks Savings Team at savings@starbucks.com. You may obtain more information about the MDCP on the Savings link at http://LifeAt.sbux.com.

Executive Life Insurance

As an executive, you and your family have a greater exposure to financial loss resulting from your death. You will continue to receive partner life coverage equal to three times your annualized base pay, paid for by Starbucks. You may purchase up to an additional two times your annualized base pay (for a total of five times pay) to a maximum life insurance benefit of $2,000,000.

Executive Physical Exam

You will continue to be eligible to participate in Starbucks executive physical program. If you have questions about this physical, please contact Kelley Hardin at (206) 318-7756.

Benefits

To understand how your new role may affect your benefits, please contact the Starbucks Partner Contact Center at 1-866-504-7368 or your Partner Resources generalist. Please note that although it is Starbucks intent to continue these plans, they may be amended or terminated at any time without notice.

Insider Trading

As an executive, with access to sensitive business and financial information about 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.

Coffee Hedging

As an officer of the Company, a member of the Coffee Management Group, or a partner involved in coffee procurement and trading on behalf 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.

Troy Alstead
November 6, 2008
Page 3

As a condition of your new role, you are asked to sign a Confidentiality, Non-Solicitation and Non-Compete Agreement (“Non-Compete Agreement”). Enclosed are two copies. Please review and sign both copies of the Non-Compete Agreement and this letter, and return one copy of each document to Chet Kuchinad.

In your position, you will remain employed ‘at will,’ meaning that either you or your employer can end the employment relationship at any time, for any reason not prohibited by law.

On behalf of the entire team, I wish you the best in your new role and look forward to your continued success. If you have any questions, please call me at 206-318-4010.

Warm regards,

/s/ Howard Schultz

Howard Schultz
chairman, president and chief executive officer

cc:	partner file
	Stock Administration (S-HR3)
	Chet Kuchinad
Enc.	Non-Compete Agreement

I accept employment with Starbucks Corporation, and its wholly owned subsidiaries, according to the terms set forth above.

/s/ Troy Alstead   Troy Alstead 11/6/08   Date