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 18, 2009

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)		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

 EX-10.1

 EX-10.2

 EX-10.3

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

At the 2009 Annual Meeting of Shareholders held on March 18, 2009 (the “Annual Meeting”), shareholders of Starbucks Corporation (the “Company”) approved certain amendments to the Company’s 2005 Long-Term Equity Incentive Plan, as amended and restated (the “2005 Plan”), Amended and Restated Key Employee Stock Option Plan-1994, and 1991 Company-Wide Stock Option Plan, as amended and restated (together, the “Plans”), which amendments allow for a one-time stock option exchange program (the “Option Exchange Program”). The text of the amendments to the Plans and the material terms of the proposed Option Exchange Program are summarized in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 22, 2009 in connection with the Annual Meeting (the “Proxy Statement”). The foregoing description of the amendments to the Plans contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the description contained in the Proxy Statement.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
10.1	Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 18, 2009
10.2	Starbucks Corporation Amended and Restated Key Employee Stock Option Plan — 1994, as amended and restated effective March 18, 2009
10.3	Starbucks Corporation 1991 Company-Wide Stock Option Plan, as amended and restated effective March 18, 2009

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, hereunto duly authorized.

	STARBUCKS CORPORATION
Dated: March 20, 2009
	By:	/s/ Troy Alstead
		Troy Alstead
		executive vice president, chief financial
		officer and chief administrative officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 18, 2009
10.2	Starbucks Corporation Amended and Restated Key Employee Stock Option Plan — 1994, as amended and restated effective March 18, 2009
10.3	Starbucks Corporation 1991 Company-Wide Stock Option Plan, as amended and restated effective March 18, 2009

EX-10.1

Exhibit 10.1

STARBUCKS CORPORATION

2005 LONG-TERM EQUITY INCENTIVE PLAN
(Effective February 9, 2005, as amended and restated effective March 18, 2009)

STARBUCKS CORPORATION
2005 LONG-TERM EQUITY INCENTIVE PLAN
TABLE OF CONTENTS

			Page
PART I PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES
Section 1.		Purpose of the Plan		1
Section 2.		Definitions		1
	(a)	Active Status		1
	(b)	Award		1
	(c)	Award Agreement		2
	(d)	Beneficial Ownership		2
	(e)	Board		2
	(f)	Change of Control		2
	(g)	Code		2
	(h)	Committee		3
	(i)	Common Stock		3
	(j)	Company		3
	(k)	Consultant		3
	(l)	Director		3
	(m)	Disability		3
	(n)	Effective Date		3
	(o)	Exchange Act		3
	(p)	Executive Officers		3
	(q)	Fair Market Value		3
	(r)	FAS 123		4
	(s)	FLSA		4
	(t)	Former Plans		4
	(u)	Incentive Stock Option		4
	(v)	Independent Director		4
	(w)	Maximum Annual Participant Award		4
	(x)	Misconduct		4
	(y)	Nasdaq		5
	(aa)	Nominating and Corporate Governance Committee		5
	(bb)	Non-Employee Director		5
	(cc)	Nonqualified Stock Option		5
	(dd)	Option		5
	(ee)	Optionee		5
	(ff)	Parent		5
	(gg)	Participant		5
	(hh)	Partner		5
	(ii)	Performance Criteria		6
	(jj)	Plan		6

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			Page
	(kk)	Reprice		6
	(ll)	Resignation (or Resign) for Good Reason		6
	(mm)	Restricted Stock		6
	(nn)	Restricted Stock Units		6
	(oo)	Retirement		6
	(pp)	SAR		7
	(pp)	SEC		7
	(qq)	Share		7
	(ss)	Stand-Alone SARS		7
	(rr)	Subcommittee		7
	(ss)	Subsidiary		7
	(vv)	Tandem SARS		7
Section 3.		Administration of the Plan		7
	(a)	Authority		7
	(b)	Powers of the Committee		7
	(c)	Effect of Committee’s Decision		8
	(d)	Delegation		8
	(e)	Administration		9
Section 4.		Shares Subject to the Plan		9
	(a)	Reservation of Shares		9
	(b)	Time of Granting Awards		10
	(c)	Securities Law Compliance		10
	(d)	Substitutions and Assumptions		10
Section 5.		Adjustments to Shares Subject to the Plan		10
PART II TERMS APPLICABLE TO ALL AWARDS
Section 6.		General Eligibility		11
	(a)	Awards		11
	(b)	Maximum Annual Participant Award		11
	(c)	No Employment/Service Rights		11
Section 7.		Procedure for Exercise of Awards; Rights as a Shareholder		11
	(a)	Procedure		11
	(b)	Method of Payment		12
	(c)	Withholding Obligations		12
	(d)	Shareholder Rights		12
	(e)	Non-Transferability of Awards		12
Section 8.		Expiration of Awards		12
	(a)	Expiration, Termination or Forfeiture of Awards		12
	(b)	Extension of Term		13
Section 9.		Effect of Change of Control		13
	(a)	Acceleration		13
	(b)	Definition		14
PART III SPECIFIC TERMS APPLICABLE TO OPTIONS AND STOCK AWARDS
Section 10.		Grant, Terms and Conditions of Options		14

-ii-

			Page
	(a)	Designation		14
	(b)	Term of Options		14
	(c)	Option Price		15
	(d)	Vesting		15
	(e)	Substitution of Stock SARS for Options		15
	(e)	Exercise		15
Section 11.		Grant, Terms and Conditions of Stock Awards		16
	(a)	Designation		16
	(b)	Performance Critiera		16
	(d)	Vesting		16
Section 12.		Grant, Terms and Conditions of SARs		17
	(a)	Grants		17
	(b)	Tandem SARs		17
	(c)	Stand-Alone SARs		17
	(d)	Exercised SARs		18
PART IV TERM OF PLAN AND SHAREHOLDER APPROVAL
Section 12.		Term of Plan		18
Section 13.		Amendment and Termination of the Plan		18
	(a)	Amendment and Termination		18
	(b)	Participants in Foreign Countries		18
	(c)	Effect of Amendment or Termination		18
Section 14.		Shareholder Approval		19

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STARBUCKS CORPORATION

2005 LONG-TERM EQUITY INCENTIVE PLAN

PART I
PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES

     Section 1. Purpose of the Plan. The purposes of this Plan are (a) to attract and retain the most talented Partners, officers and Directors available, and (b) to promote the growth and success of the Company’s business, (i) by aligning the long-term interests of Partners, officers and Directors with those of the shareholders by providing an opportunity to acquire an interest in the Company and (ii) by providing both rewards for exceptional performance and long term incentives for future contributions to the success of the Company and its Subsidiaries.

          The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, or SARs, at the discretion of the Committee and as reflected in the terms of the Award Agreement. Each Award will be subject to conditions specified in the Plan, such as continued employment or satisfaction of performance criteria.

          This Plan will serve as a framework for the Committee to establish sub-plans or procedures governing the grants to Partners, Directors and Consultants and Partners working outside of the United States. The awards granted under the Former Plans shall continue to be administered under the Former Plans until such time as those options are exercised, expire or become unexercisable for any reason.

     Section 2. Definitions. As used herein, the following definitions shall apply:

          (a) “Active Status” shall mean (i) for Partners, the absence of any interruption or termination of service as a Partner, (ii) for Directors, that the Director has not been removed from the Board for cause (as determined by the Company’s shareholders), and (iii) for Consultants, the absence of any interruption, expiration, or termination of such person’s consulting or advisory relationship with the Company or any Subsidiary or the occurrence of any termination event as set forth in such person’s Award Agreement. Active Status shall not be considered interrupted (A) for a Partner in the case of sick leave, maternity leave, infant care leave, medical emergency leave, military leave, or any other leave of absence properly taken in accordance with the policies of the Company or any applicable Subsidiary as may be in effect from time to time, and (B) for a Consultant, in the case of any temporary interruption in such person’s availability to provide services to the Company or any Subsidiary which has been granted in writing by an authorized officer of the Company. Whenever a mandatory severance period applies under applicable law with respect to a termination of service as a Partner, Active Status shall be considered terminated upon such Partner’s receipt of notice of termination in whatever form prescribed by applicable law.

          (b) “Award” shall mean any award or benefits granted under the Plan, including Options, Restricted Stock, Restricted Stock Units, and SARs.

          (c) “Award Agreement” shall mean a written or electronic agreement between the Company and the Participant setting forth the terms of the Award.

          (d) “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

          (e) “Board” shall mean the Board of Directors of the Company.

          (f) “Change of Control” shall mean the first day that any one or more of the following conditions shall have been satisfied:

               (i) the sale, liquidation or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions;

               (ii) an acquisition (other than directly from the Company) of any outstanding voting securities by any person, after which such person (as the term is used for purposes of Section 13(d) or 14(d) of the Exchange Act) has Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding voting securities of the Company, other than a Board approved transaction;

               (iii) during any 36-consecutive month period, the individuals who, at the beginning of such period, constitute the Board (“Incumbent Directors”) cease for any reason other than death to constitute at least a majority of the members of the Board; provided however that except as set forth in this Section 2(f)(iii), an individual who becomes a member of the Board subsequent to the beginning of the 36-month period, shall be deemed to have satisfied such 36-month requirement and shall be deemed an Incumbent Director if such Director was elected by or on the recommendation of or with the approval of at least two-thirds of the Directors who then qualified as Incumbent Directors either actually (because they were Directors at the beginning of such period) or by operation of the provisions of this section; if any such individual initially assumes office as a result of or in connection with either an actual or threatened solicitation with respect to the election of Directors (as such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitations of proxies or consents by or on behalf of a person other than the Board, then such individual shall not be considered an Incumbent Director; or

               (iv) a merger, consolidation or reorganization of the Company, as a result of which the shareholders of the Company immediately prior to such merger, consolidation or reorganization own directly or indirectly immediately following such merger, consolidation or reorganization less than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from such merger, consolidation or reorganization.

          (g) “Code” shall mean the Internal Revenue Code of 1986, as amended.

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          (h) “Committee” shall mean the Compensation and Management Development Committee appointed by the Board.

          (i) “Common Stock” shall mean the common stock of the Company, par value $0.001 per share.

          (j) “Company” shall mean Starbucks Corporation, a Washington corporation, and any successor thereto.

          (k) “Consultant” shall mean any person, except a Partner, engaged by the Company or any Subsidiary of the Company, to render personal services to such entity, including as an advisor, pursuant to the terms of a written agreement.

          (l) “Director” shall mean a member of the Board.

          (m) “Disability” shall mean (i) in the case of a Participant whose employment with the Company or a Subsidiary is subject to the terms of an employment or consulting agreement that includes a definition of “Disability” as used in this Plan shall have the meaning set forth in such employment or consulting agreement during the period that such employment or consulting agreement remains in effect; and (ii) in all other cases, the term “Disability” as used in this Plan shall have the same meaning as set forth under the Company’s long-term disability plan applicable to the Participant as may be amended from time to time, and in the event the Company does not maintain any such plan with respect to a Participant, a physical or mental condition resulting from bodily injury, disease or mental disorder which renders the Participant incapable of continuing his or her usual and customary employment with the Company or a Subsidiary, as the case may be, for a period of not less than 120 days or such other period as may be required by applicable law.

          (n) “Effective Date” shall mean the date on which the Company’s shareholders have approved this Plan in accordance with applicable Nasdaq rules.

          (o) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          (p) “Executive Officers” shall mean the officers of the Company as such term is defined in Rule 16a-1 under the Exchange Act.

          (q) “Fair Market Value” shall mean the closing price per share of the Common Stock on Nasdaq as to the date specified (or the previous trading day if the date specified is a day on which no trading occurred), or if Nasdaq shall cease to be the principal exchange or quotation system upon which the shares of Common Stock are listed or quoted, then such exchange or quotation system as the Company elects to list or quote its shares of Common Stock and that the Committee designates as the Company’s principal exchange or quotation system.

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          (r) “FAS 123” shall mean Statements of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, as promulgated by the Financial Accounting Standards Board.

          (s) “FLSA” shall mean the Fair Labor Standards Act of 1938, as amended.

          (t) “Former Plans” shall mean the Starbucks Corporation Company-Wide 1991 Stock Option Plan, as amended, the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan-1994, as amended, and the Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee Directors.

          (u) “Incentive Stock Option” shall mean any Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

          (v) “Independent Director” shall mean a Director who: (1) meets the independence requirements of Nasdaq, or if Nasdaq shall cease to be the principal exchange or quotation system upon which the shares of Common Stock are listed or quoted, then such exchange or quotation system as the Company elects to list or quote its shares of Common Stock and that the Committee designates as the Company’s principal exchange or quotation system; (2) qualifies as an “outside director” under Section 162(m) of the Code; (3) qualifies as a “non-employee director” under Rule 16b-3 promulgated under the Exchange Act; and (4) satisfies independence criteria under any other applicable laws or regulations relating to the issuance of Shares to Partners.

          (w) “Maximum Annual Participant Award” shall have the meaning set forth in Section 6(b).

          (x) “Misconduct” shall mean any of the following; provided, however, that with respect to Non-Employee Directors “Misconduct” shall mean subsection (viii) only:

               (i) any material breach of an agreement between the Participant and the Company or any Subsidiary which, if curable, has not been cured within twenty (20) days after the Participant has been given written notice of the need to cure such breach, or which breach, if previously cured, recurs;

               (ii) willful unauthorized use or disclosure of confidential information or trade secrets of the Company or any Subsidiary by the Participant;

               (iii) the Participant’s continued willful and intentional failure to satisfactorily perform Participant’s essential responsibilities, provided that the Participant has been given at least thirty (30) days’ written notice of the need to cure the failure and cure has not been effected within that time period, or which failure, if previously cured, recurs;

               (iv) material failure of the Participant to comply with rules, policies or procedures of the Company or any Subsidiary as they may be amended from time to time,

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provided that the Participant has been given at least thirty (30) days’ written notice of the need to cure the failure, if such failure is curable, and cure has not been effected within that time period, or which failure, if previously cured, recurs;

               (v) Participant’s dishonesty, fraud or gross negligence related to the business or property of the Company or any Subsidiary;

               (vi) personal conduct that is materially detrimental to the business of the Company or any Subsidiary;

               (vii) conviction of or plea of nolo contendere to a felony; or

               (viii) in the case of Non-Employee Directors, the removal from the Board for cause (as determined by the Company’s shareholders).

          (y) “Nasdaq” shall mean The Nasdaq Stock Market, Inc.

          (z) “Nominating and Corporate Governance Committee” shall mean the Nominating and Corporate Governance Committee appointed by the Board.

          (aa) “Non-Employee Director” shall mean a Director who is not a Partner.

          (bb) “Nonqualified Stock Option” shall mean an Option that does not qualify or is not intended to qualify as an Incentive Stock Option.

          (cc) “Option” shall mean a stock option granted pursuant to Section 10 of the Plan.

          (dd) “Optionee” shall mean a Participant who has been granted an Option.

          (ee) “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

          (ff) “Participant” shall mean a Partner, Director or Consultant granted an Award.

          (gg) “Partner” shall mean any person, including an officer, who is a common law employee of, receives remuneration for personal services to, is reflected on the official human resources database as an employee of, and is on the payroll of the Company or any Subsidiary of the Company. A person is on the payroll if he or she is paid from or at the direction of the payroll department of the Company, or any Subsidiary of the Company. Persons providing services to the Company, or to any Subsidiary of the Company, pursuant to an agreement with a staff leasing organization, temporary workers engaged through or employed by temporary or leasing agencies, and workers who hold themselves out to the Company, or a Subsidiary to which they are providing services as being independent contractors, or as being

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employed by or engaged through another company while providing the services, and persons covered by a collective bargaining agreement (unless the collective bargaining agreement applicable to the person specifically provides for participation in this Plan) are not Partners for purposes of this Plan and do not and cannot participate in this Plan, whether or not such persons are, or may be reclassified by the courts, the Internal Revenue Service, the U. S. Department of Labor, or other person or entity as, common law employees of the Company, or any Subsidiary, either solely or jointly with another person or entity.

          (hh) “Performance Criteria” shall have the meaning set forth in Section 11(b).

          (ii) “Plan” shall mean this Starbucks Corporation 2005 Long-Term Equity Incentive Plan, including any amendments thereto.

          (jj) “Reprice” shall mean the adjustment or amendment of the exercise price of Options or SARs previously awarded whether through amendment, cancellation, replacement of grants or any other means.

          (kk) “Resignation (or Resign) for Good Reason” shall mean any voluntary termination by written resignation of the Active Status of any Partner after a Change of Control because of: (1) a material reduction in the Partner’s authority, responsibilities or scope of employment; (2) an assignment of duties to the Partner inconsistent with the Partner’s role at the Company (including its Subsidiaries) prior to the Change of Control, (3) a reduction in the Partner’s base salary or total incentive compensation; (4) a material reduction in the Partner’s benefits unless such reduction applies to all Partners of comparable rank; or (5) the relocation of the Partner’s primary work location more than fifty (50) miles from the Partner’s primary work location prior to the Change of Control; provided that the Partner’s written notice of voluntary resignation must be tendered within one (1) year after the Change of Control, and shall specify which of the events described in (1) through (5) resulted in the resignation.

          (ll) “Restricted Stock” shall mean a grant of Shares pursuant to Section 11 of the Plan.

          (mm) “Restricted Stock Units” shall mean a grant of the right to receive Shares in the future or their cash equivalent (or both) pursuant to Section 11 of the Plan.

          (nn) “Retirement” shall mean, (i) with respect to any Partner, voluntary termination of employment after attainment of age 55 and at least ten (10) years of credited service with the Company or any Subsidiary (but only during the time the Subsidiary was a Subsidiary), as determined by the Committee in its sole discretion, and (ii) with respect to any Non-Employee Director, ceasing to be a Director pursuant to election by the Company’s shareholders or by voluntary resignation with the approval of the Board’s chair after having attained the age of 55 years and served continuously on the Board for at least six years.

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          (oo) “SAR” shall mean a stock appreciation right awarded pursuant to Section 12 of the Plan.

          (pp) “SEC” shall mean the Securities and Exchange Commission.

          (qq) “Share” shall mean one share of Common Stock, as adjusted in accordance with Section 5 of the Plan.

          (rr) “Stand-Alone SARs” shall have the meaning set forth in Section 12(c) of the Plan.

          (ss) “Subcommittee” shall have the meaning set forth in Section 3(d).

          (tt) “Subsidiary” shall mean (1) in the case of an Incentive Stock Option a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, and (2) in the case of a Nonqualified Stock Option, Restricted Stock, a Restricted Stock Unit or a SAR, in addition to a subsidiary corporation as defined in (1), (A) a limited liability company, partnership or other entity in which the Company controls fifty percent (50%) or more of the voting power or equity interests, or (B) an entity with respect to which the Company possesses the power, directly or indirectly, to direct or cause the direction of the management and policies of that entity, whether through the Company’s ownership of voting securities, by contract or otherwise.

          (uu) “Tandem SARs” shall have the meaning set forth in Section 12(b) of the Plan.

     Section 3. Administration of the Plan.

          (a) Authority. The Plan shall be administered by the Committee. The Committee shall have full and exclusive power to administer the Plan on behalf of the Board, subject to such terms and conditions as the Committee may prescribe. Notwithstanding anything herein to the contrary, the Committee’s power to administer the Plan, and actions the Committee takes under the Plan, shall be limited by the provisions set forth in the Committee’s charter, as such charter may be amended from time to time, and the further limitation that certain actions may be subject to review and approval by either the full Board or a panel consisting of all of the Independent Directors of the Company.

          (b) Powers of the Committee. Subject to the other provisions of this Plan, the Committee shall have the authority, in its discretion:

               (i) to grant Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, and SARs to Participants and to determine the terms and conditions of such Awards, including the determination of the Fair Market Value of the Shares and the exercise price, and to modify or amend each Award, with the consent of the Participant when required;

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               (ii) to determine the Participants, to whom Awards, if any, will be granted hereunder, the timing of such Awards, and the number of Shares to be represented by each Award;

               (iii) to construe and interpret the Plan and the Awards granted hereunder;

               (iv) to prescribe, amend, and rescind rules and regulations relating to the Plan, including the form of Award Agreement, and manner of acceptance of an Award, such as correcting a defect or supplying any omission, or reconciling any inconsistency so that the Plan or any Award Agreement complies with applicable law, regulations and listing requirements and to avoid unanticipated consequences deemed by the Committee to be inconsistent with the purposes of the Plan or any Award Agreement;

               (v) to establish performance criteria for Awards made pursuant to the Plan in accordance with a methodology established by the Committee, and to determine whether performance goals have been attained;

               (vi) to accelerate or defer (with the consent of the Participant) the exercise or vested date of any Award;

               (vii) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted by the Committee;

               (viii) to establish sub-plans, procedures or guidelines for the grant of Awards to Partners, Directors, Consultants and Partners working outside of the United States; and

               (ix) to make all other determinations deemed necessary or advisable for the administration of the Plan;

          Provided that, no consent of a Participant is necessary under clauses (i) or (vi) if a modification, amendment, acceleration, or deferral, in the reasonable judgment of the Committee confers a benefit on the Participant or is made pursuant to an adjustment in accordance with Section 5.

          (c) Effect of Committee’s Decision. All decisions, determinations, and interpretations of the Committee shall be final and binding on all Participants, the Company (including its Subsidiaries), any shareholder and all other persons.

          (d) Delegation. Consistent with the Committee’s charter, as such charter may be amended from time to time, the Committee may delegate (i) to one or more separate committees consisting of members of the Committee or other Directors who are Independent

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Directors (any such committee a “Subcommittee”), or (ii) to an Executive Officer of the Company, the ability to grant Awards and take the other actions described in Section 3(b) with respect to Participants who are not Executive Officers, and such actions shall be treated for all purposes as if taken by the Committee; provided that the grant of Awards shall be made in accordance with parameters established by the Committee. Any action by any such Subcommittee or Executive Officer within the scope of such delegation shall be deemed for all purposes to have been taken by the Committee.

          (e) Administration. The Committee may delegate the administration of the Plan to an officer or officers of the Company, and such administrator(s) may have the authority to directly, or under their supervision, execute and distribute agreements or other documents evidencing or relating to Awards granted by the Committee under this Plan, to maintain records relating to the grant, vesting, exercise, forfeiture or expiration of Awards, to process or oversee the issuance of Shares upon the exercise, vesting and/or settlement of an Award, to interpret the terms of Awards and to take such other actions as the Committee may specify. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and references in this Plan to the Committee shall include any such administrator, provided that the actions and interpretations of any such administrator shall be subject to review and approval, disapproval or modification by the Committee.

     Section 4. Shares Subject to the Plan.

          (a) Reservation of Shares. The shares of Common Stock reserved under this Plan will include reserved shares of Common Stock that are not subject to a grant or as to which the option award granted has been forfeited under the Former Plans, and an additional 24,000,000 shares of Common Stock. Subject to the provisions of Sections 5 of the Plan, the maximum aggregate number of Shares (adjusted, proportionately, in the event of any stock split or stock dividend with respect to the Shares) which may be granted as Incentive Stock Options under the Plan shall not exceed 21,000,000. The aggregate number of Shares available for issuance under the Plan will be reduced by 2.1 Shares for each Share delivered in settlement of any award of Restricted Stock, Restricted Stock Unit, or SAR and one Share for each Share delivered in settlement of an Option . If an Award expires, is forfeited or becomes unexercisable for any reason without having been exercised in full, the undelivered Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future Awards under the Plan. Shares available for issuance under the Plan shall be increased by any shares of Common Stock subject to outstanding awards under the Former Plans on the date of shareholder approval of the Plan that later cease to be subject to such awards for any reason other than such awards having been exercised, subject to adjustment from time to time as provided in Section 5, which shares of Common Stock shall, as of the date such shares cease to be subject to such awards, cease to be available for grant and issuance under the Former Plans, but shall be available for issuance under the Plan. The Shares may be authorized but unissued, or reacquired shares of Common Stock. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

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          (b) Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Company completes the corporate action relating to the grant of such Award and all conditions to the grant have been satisfied, provided that conditions to the exercise of an Award shall not defer the date of grant. Notice of a grant shall be given to each Participant to whom an Award is so granted within a reasonable time after the determination has been made.

          (c) Securities Law Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated under either such Act, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

          (d) Substitutions and Assumptions. The Board or the Committee shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to Section 4(a) may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.

     Section 5. Adjustments to Shares Subject to the Plan. If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per Share covered by outstanding Awards under the Plan and (iii) the Maximum Annual Participant Award. The Committee may also make adjustments described in (i)-(iii) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 5, the Committee may take into account such factors as it deems appropriate, including the restrictions of applicable law and the potential tax consequences of an adjustment, and in light of such factors may make adjustments that are not uniform or proportionate among outstanding Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Committee shall be final, binding and conclusive. For purposes of this Section 5, conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”

          Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

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PART II
TERMS APPLICABLE TO ALL AWARDS

     Section 6. General Eligibility.

          (a) Awards. Awards may be granted to Participants who are Partners, Directors or Consultants; provided however that Incentive Stock Options may only be granted to Partners.

          (b) Maximum Annual Participant Award. The aggregate number of Shares with respect to which an Award or Awards may be granted to any one Participant in any one taxable year of the Company (the “Maximum Annual Participant Award”) shall not exceed 3,500,000¹ shares of Common Stock (increased, proportionately, in the event of any stock split or stock dividend with respect to the Shares). If an Option is in tandem with a SAR, such that the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option right, respectively, with respect to each Share, the tandem Option and SAR rights with respect to each Share shall be counted as covering but one Share for purposes of the Maximum Annual Participant Award.

          (c) No Employment/Service Rights. Nothing in the Plan shall confer upon any Participant the right to an Award or to continue in service as a Partner or Consultant for any period of specific duration, or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining such person), or of any Participant, which rights are hereby expressly reserved by each, to terminate such person’s services at any time for any reason, with or without cause.

     Section 7. Procedure for Exercise of Awards; Rights as a Shareholder.

          (a) Procedure. An Award shall be exercised when written, electronic or verbal notice of exercise has been given to the Company, or the brokerage firm or firms approved by the Company to facilitate exercises and sales under this Plan, in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised has been received by the Company or the brokerage firm or firms, as applicable. The notification to the brokerage firm shall be made in accordance with procedures of such brokerage firm approved by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under Section 7(b) of the Plan. The Company shall issue (or cause to be issued) such share certificate promptly upon exercise of the Award. In the event that the exercise of an Award is treated in part as the exercise of an Incentive Stock Option and in part as the exercise of a Nonqualified Stock Option pursuant to Section 10(a), the Company shall issue a share certificate evidencing the Shares treated as acquired upon the exercise of an Incentive Stock Option and a separate share certificate evidencing the Shares treated as acquired upon the

¹ This number has been adjusted from the original number of 1,750,000 as a result of the one-for-one stock dividend on October 21, 2005.

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exercise of a Nonqualified Stock Option, and shall identify each such certificate accordingly in its share transfer records. No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except as provided in Section 5 of the Plan.

          (b) Method of Payment. The consideration to be paid for any Shares to be issued upon exercise or other required settlement of an Award, including the method of payment, shall be determined by the Committee at the time of settlement and which forms may include: (i) with respect to an Option, a request that the Company or the designated brokerage firm conduct a cashless exercise of the Option; (ii) cash; and (iii) tender of shares of Common Stock owned by the Participant in accordance with rules established by the Committee from time to time. Shares used to pay the exercise price shall be valued at their Fair Market Value on the exercise date. Payment of the aggregate exercise price by means of tendering previously-owned shares of Common Stock shall not be permitted when the same may, in the reasonable opinion of the Company, cause the Company to record a loss or expense as a result thereof.

          (c) Withholding Obligations. To the extent required by applicable federal, state, local or foreign law, the Committee may and/or a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to any Incentive Stock Option, Nonqualified Stock Option, SAR, Restricted Stock or Restricted Stock Units, or any sale of Shares. The Company shall not be required to issue Shares or to recognize the disposition of such Shares until such obligations are satisfied. These obligations may be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued to a Participant under such Award or by tendering Shares previously acquired by the Participant in accordance with rules established by the Committee from time to time.

          (d) Shareholder Rights. Except as otherwise provided in this Plan, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the share certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares subject to the Award, notwithstanding the exercise of the Award.

          (e) Non-Transferability of Awards. An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in exchange for consideration, except that an Award may be transferred by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant; unless the Committee permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability.

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     Section 8. Expiration of Awards.

          (a) Expiration, Termination or Forfeiture of Awards. Unless otherwise provided in the applicable Award Agreement or any severance agreement, vested Awards granted under this Plan shall expire, terminate, or otherwise be forfeited as follows:

               (i) three (3) months after the date the Company delivers a notice of termination of a Active Status for a Participant other than a Non-Employee Director, other than in circumstances covered by (ii), (iii), (iv) or (v) below; or thirty-six (36) months after the date a Non-Employee Director ceases to be a Director, other than in circumstances covered by (ii) and (iv) below;

               (ii) immediately upon termination of a Participant’s Active Status for Misconduct;

               (iii) twelve (12) months after the date on which a Participant other than a Non-Employee Director ceased performing services as a result of his or her total and permanent Disability;

               (iv) twelve (12) months after the date of the death of a Participant whose Active Status terminated as a result of his or her death; and

               (v) thirty-six (36) months after the date on which the Participant ceased performing services as a result of Retirement.

          (b) Extension of Term. Notwithstanding subsection (a) above, the Committee shall have the authority to extend the expiration date of any outstanding Option, other than an Incentive Stock Option, or SAR in circumstances in which it deems such action to be appropriate (provided that no such extension shall extend the term of an Option or SAR beyond the date on which the Option or SAR would have expired if no termination of the Partner’s Active Status had occurred).

     Section 9. Effect of Change of Control. Notwithstanding any other provision in the Plan to the contrary, the following provisions shall apply unless otherwise provided in the most recently executed agreement between the Participant and the Company, or specifically prohibited under applicable laws, or by the rules and regulations of any applicable governmental agencies or national securities exchanges or quotation systems.

          (a) Acceleration. Awards of a Participant shall be Accelerated (as defined in Section 9(b) below) as follows:

               (i) With respect to Non-Employee Directors, upon the occurrence of a Change of Control;

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               (ii) With respect to any Partner, upon the occurrence of a Change of Control described in Section 2(f)(i);

               (iii) With respect to any Partner who Resigns for Good Reason or whose Active Status is terminated within one year after a Change of Control described in Section 2(f)(ii) or (iii);

               (iv) With respect to any Partner, upon the occurrence of a Change of Control described in Section 2(f)(iv) in connection with which each Award is not assumed or an equivalent award substituted by such successor entity or a parent or subsidiary of such successor entity; and

               (v) With respect to any Partner who Resigns for Good Reason or whose Active Status is terminated within one year after a Change of Control described in Section 2(f)(iv) in connection with which each Award is assumed or an equivalent award substituted by the successor entity or a parent or subsidiary of such successor entity.

          (b) Definition. For purposes of this Section 9, Awards of a Participant being “Accelerated” means, with respect to such Participant:

               (i) any and all Options and SARs shall become fully vested and immediately exercisable, and shall remain exercisable throughout their entire term;

               (ii) any restriction periods and restrictions imposed on Restricted Stock or Restricted Stock Units that are not performance-based shall lapse; and

               (iii) the restrictions and deferral limitations and other conditions applicable to any other Awards shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant.

PART III
SPECIFIC TERMS APPLICABLE TO OPTIONS, STOCK AWARDS AND SARS

     Section 10. Grant, Terms and Conditions of Options.

          (a) Designation. Each Option shall be designated in an Award Agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Partner during any calendar year (under all plans of the Company) exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. Options shall be taken into account in the order in which they were granted.

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          (b) Terms of Options. The term of each Incentive Stock Option shall be no more than ten (10) years from the date of grant. However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns Shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the term of the Option shall be no more than five (5) years from the date of grant. The terms of all Nonqualified Stock Options shall be at the discretion of the Committee.

          (c) Option Exercise Prices.

               (i) The per Share exercise price under an Incentive Stock Option shall be as follows:

                    (A) If granted to a Partner who, at the time of the grant of such Incentive Stock Option, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

                    (B) If granted to any other Partner, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

               (ii) The per Share exercise price under a Nonqualified Stock Option or SAR shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

               (iii) In no event shall the Board or the Committee be permitted to Reprice an Option after the date of grant without shareholder approval.

          (d) Vesting. To the extent Options vest and become exercisable in increments, such Options shall cease vesting as of the date of the Optionee’s Disability or termination of such Optionee’s Active Status (or, for Directors, as of the date the Director ceases to serve as a Director) for reasons other than Retirement or death. Unless otherwise provided in the applicable Award Agreement or any written severance agreement or employment agreement between the Company and the Optionee, in case of such Optionee’s termination of Active Status (or, for Directors, the Director’s ceasing to serve as a Director) due to Retirement or death, such Options shall become fully vested and immediately exercisable.

          (e) Substitution of Stock SARs for Options. Notwithstanding anything in this Plan to the contrary, if the Company is required to or elects to record as an expense in its consolidated statements of earnings the cost of Options pursuant to FAS 123 or a similar accounting requirement, the Committee shall have the sole discretion to substitute, without receiving Participants’ permission, SARs paid only in stock for outstanding Options; provided, the terms of the substituted stock SARs are the same as the terms of the Options, the number of shares underlying the number of stock SARs equals the number of shares underlying the Options and the difference between the Fair Market Value of the underlying Shares and the grant price of

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the SARs is equivalent to the difference between the Fair Market Value of the underlying shares and the exercise price of the Options.

          (f) Exercise. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee at the time of grant, and as are permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share.

          (g) One-Time Option Exchange Offer. Notwithstanding any other provision of the Plan to the contrary, upon approval of the Company’s shareholders, the Committee may provide for, and the Company may implement, a one-time-only option exchange offer, pursuant to which certain outstanding Options could, at the election of the person holding such Option, be tendered to the Company for cancellation in exchange for the issuance of a lesser amount of Options with a lower exercise price, provided that such one-time-only option exchange offer is commenced within six months of the date of such shareholder approval.

     Section 11. Grant, Terms and Conditions of Stock Awards.

          (a) Designation. Restricted Stock or Restricted Stock Units may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. Restricted Stock or Restricted Stock Units may include a dividend equivalent right, as permitted by Section 5. After the Committee determines that it will offer Restricted Stock or Restricted Stock Units, it will advise the Participant in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of Shares that the Participant shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the Participant must accept the offer. The offer shall be accepted by execution of an Award Agreement or as otherwise directed by the Committee. Restricted Stock Units may be paid as permitted by Section 7(b). The term of each award of Restricted Stock or Restricted Stock Units shall be at the discretion of the Committee.

          (b) Performance Criteria. Restricted Stock and Restricted Stock Units granted pursuant to the Plan that are intended to qualify as “performance based compensation” under Section 162(m) of the Code shall be subject to the attainment of performance goals relating to the Performance Criteria selected by the Committee and specified at the time such Restricted Stock and Restricted Stock Units are granted. For purposes of this Plan, “Performance Criteria” means one or more of the following (as selected by the Committee): (i) cash flow; (ii) earnings per share, including as adjusted (A) to exclude the impact of any (1) significant acquisitions or dispositions of businesses by the Company, (2) one-time, non-operating charges, or (3) accounting changes (including the early adoption of any accounting change mandated by any governing body, organization or authority); and (B) for any stock split, stock dividend or other recapitalization; (iii) earnings before interest, taxes, and amortization; (iv) return on equity; (v) total shareholder return; (vi) share price performance; (vii) return on capital; (viii) return on assets or net assets; (ix) revenue; (x) income; (xi) operating income; (xii) operating profit; (xiii) profit margin; (xiv) return on operating revenue; (xv) return on invested capital; (xvi) market price; (xvii) brand recognition/acceptance; (xviii) customer satisfaction;

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(xix) productivity; or (xx) sales growth and volume. Any of these Performance Criteria may be used to measure the performance of the Company as a whole or any business unit or division of the Company.

          (c) Vesting. Unless the Committee determines otherwise, the Award Agreement shall provide for the forfeiture of the non-vested Shares underlying Restricted Stock or Restricted Stock Units upon the termination of a Participant’s Active Status. To the extent that the Participant purchased the Shares granted under such Restricted Stock or Restricted Stock Units and any such Shares remain non-vested at the time the Participant’s Active Status terminates, the termination of Active Status shall cause an immediate sale of such non-vested Shares to the Company at the original price per Share paid by the Participant.

     Section 12. Grant, Terms and Conditions of SARs.

          (a) Grants. The Committee shall have the full power and authority, exercisable in its sole discretion, to grant SARs to selected Participants. The Committee is authorized to grant both tandem stock appreciation rights, consisting of SARs with underlying Options (“Tandem SARs”), and stand-alone stock appreciation rights (“Stand-Alone SARs”) as described below. The terms of SARs shall be at the discretion of the Committee. In no event shall the Board or the Committee be permitted to Reprice a SAR after the date of grant without shareholder approval.

          (b) Tandem SARs.

               (i) Participants may be granted a Tandem SAR, exercisable upon such terms and conditions as the Committee shall establish, to elect between the exercise of the underlying Option for Shares or the surrender of the Option in exchange for a distribution from the Company in an amount equal to the excess of (A) the Fair Market Value (on the Option surrender date) of the number of Shares in which the Participant is at the time vested under the surrendered Option (or surrendered portion thereof) over (B) the aggregate exercise price payable for such vested Shares.

               (ii) No such Option surrender shall be effective unless it is approved by the Committee, either at the time of the actual Option surrender or at any earlier time. If the surrender is so approved, then the distributions to which the Participant shall become entitled under this Section 12(b) may be made in Shares valued at Fair Market Value (on the Option surrender date), in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.

               (iii) If the surrender of an Option is not approved by the Committee, then the Participant shall retain whatever rights he or she had under the surrendered Option (or surrendered portion thereof) on the Option surrender date and may exercise such rights at any time prior to the later of (A) five (5) business days after the receipt of the rejection notice or (B) the last day on which the Option is otherwise exercisable in accordance with the terms of the

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instrument evidencing such Option, but in no event may such rights be exercised more than ten (10) years after the date of the Option grant.

          (c) Stand-Alone SARs.

               (i) A Participant may be granted a Stand-Alone SAR not tied to any underlying Option under Section 10 of the Plan. The Stand-Alone SAR shall cover a specified number of Shares and shall be exercisable upon such terms and conditions as the Committee shall establish. Upon exercise of the Stand-Alone SAR, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (A) the aggregate Fair Market Value (on the exercise date) of the Shares underlying the exercised right over (B) the aggregate base price in effect for those Shares.

               (ii) The number of Shares underlying each Stand-Alone SAR and the base price in effect for those Shares shall be determined by the Committee at the time the Stand-Alone SAR is granted. In no event, however, may the base price per Share be less than the Fair Market Value per underlying Share on the grant date.

               (iii) The distribution with respect to an exercised Stand-Alone SAR may be made in Shares valued at Fair Market Value on the exercise date, in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.

          (d) Exercised SARs. The Shares issued in settlement of any SARs exercised under this Section 12 shall not be available for subsequent issuance under the Plan. In accordance with Section 4, Shares underlying any exercised SARs that were not issued in settlement of the SAR shall become available for future issuance under the Plan.

PART IV
TERM OF PLAN AND SHAREHOLDER APPROVAL

     Section 13. Term of Plan. The Plan shall become effective as of the Effective Date. It shall continue in effect until the tenth anniversary of the Effective Date or until terminated under Section 14 of the Plan or extended by an amendment approved by the shareholders of the Company pursuant to Section 14(a).

     Section 14. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board or the Committee may amend or terminate the Plan from time to time in such respects as the Board may deem advisable (including, but not limited to amendments which the Board deems appropriate to enhance the Company’s ability to claim deductions related to stock option exercises); provided that to the extent required by the Code or the rules of Nasdaq or the SEC, shareholder approval shall be required for any amendment of the Plan. Subject to the foregoing, it is specifically intended that the Board or Committee may amend the Plan without shareholder approval to comply with legal,

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regulatory and listing requirements and to avoid unanticipated consequences deemed by the Committee to be inconsistent with the purpose of the Plan or any Award Agreement.

          (b) Participants in Foreign Countries. The Committee shall have the authority to adopt such modifications, procedures, and sub-plans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.

          (c) Effect of Amendment or Termination. Any amendment or termination of the Plan shall not affect Awards already granted and such Awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company.

     Section 15. Shareholder Approval. The effectiveness of the Plan is subject to approval by the shareholders of the Company in accordance with applicable Nasdaq rules.

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EX-10.2

Exhibit 10.2

STARBUCKS CORPORATION
AMENDED AND RESTATED
KEY EMPLOYEE STOCK OPTION PLAN — 1994

As Amended and Restated through March 18, 2009

1. PURPOSES OF THE PLAN

     The purposes of the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan — 1994 (the “Plan”) are (i) to attract and retain the most talented personnel available for positions of substantial responsibility, (ii) to encourage ownership of the Company’s Common Stock by key Employees of and Consultants to the Company and its Subsidiaries, and (iii) to promote the Company’s business success by providing both rewards for exceptional performance and long-term incentives for future contributions.

2. DEFINITIONS

     Capitalized terms used in this Plan shall have the following meanings:

     “Act” shall mean the Securities Act of 1933, as amended from time to time, or any replacement act or legislation.

     “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

     “Board” shall mean the Board of Directors of the Company.

     “Change in Control” shall mean the occurrence during the term of the Plan of:

     (a) an acquisition (other than directly from the Company) of any voting securities of the Company by any Person, after which such Person has Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding Shares or the combined voting power of the Company’s then outstanding voting securities; provided, however, that in determining whether a Change in Control has occurred, Shares or voting securities that are acquired in a Non-Control Acquisition shall not constitute an acquisition that would cause a Change in Control;

     (b) a change in the membership of the Board so that the members of the Incumbent Board cease to constitute at least two-thirds of the members of the Board;

     (c) the execution of a definitive agreement providing for a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, unless such merger, consolidation or reorganization is a Non-Control Transaction;

     (d) the consummation of a complete liquidation or dissolution of the Company; or

     (e) the execution of a definitive agreement providing for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than the transfer to a Subsidiary).

     Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or voting securities as a result of the acquisition of Shares or voting securities by the Company which, by reducing the number of Shares or voting securities outstanding, increases the percentage of shares Beneficially Owned by the Person. If a Change in Control would occur (but for the operation of the preceding sentence) as a result of the acquisition of Shares or voting securities by the Company, and after such share acquisition by the Company the Person becomes the Beneficial Owner of any additional Shares or voting securities which increases the percentage of the then

1

outstanding Shares or voting securities Beneficially Owned by the Person, then a Change in Control shall be deemed to have occurred.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any replacement act or legislation.

     “Committee” shall mean the Compensation Committee of the Board of Directors or another committee appointed by the Board comprised of not less than two Non-Employee Directors.

     “Common Stock” shall mean the common stock, $0.001 par value per share, of Starbucks Corporation.

     “Company” shall mean Starbucks Corporation.

     “Consultant” shall mean any person engaged by the Company as a non-employee service provider pursuant to the terms of a written agreement.

     “Disability” means:

     (a) in the case of an Optionee whose employment with the Company or a Subsidiary is subject to the terms of an employment or consulting agreement between such Optionee and the Company or Subsidiary that includes a definition of “Disability,” the term “Disability” as used in this Plan or any Agreement shall have the meaning set forth in such employment or consulting agreement during the period that such employment or consulting agreement remains in effect; and

     (b) in all other cases, the term “Disability” as used in this Plan shall mean a physical or mental condition resulting from bodily injury, disease, or mental disorder which renders the Optionee incapable of continuing his or her employment with the Company or a Subsidiary, as the case may be.

     “Employee” means any person employed by the Company or any Subsidiary, including those individuals whose services as an Employee have been temporarily interrupted due to any authorized leave of absence.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any replacement act or legislation.

     “Fair Market Value” of the Common Stock shall be the price per share of the Common Stock on the National Market tier of The Nasdaq Stock Market, Inc. at the close of regular trading. The Board or the Committee may designate a different time or method of determining the Fair Market Value if appropriate because of changes in the hours and methods of trading on The Nasdaq Stock Market, Inc. If the Common Stock ceases to be listed on The Nasdaq Stock Market, Inc., the Board or the Committee shall designate an alternative exchange, stock market or method of determining the fair market value of the Common Stock.

     “Family Member” shall include any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or an employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent (50%) of the voting interests.

     “Incentive Stock Option” shall mean any stock option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code.

     “Incumbent Board” shall mean the individuals who are members of the Board as of December 28, 1999 and any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the Incumbent Board. No individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (as

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described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including any individual who assumed office by means of an agreement intended to avoid or settle any election or proxy contest.

     “Non-Control Acquisition” shall mean an acquisition by:

     (a) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any Subsidiary;

     (b) the Company or any Subsidiary; or

     (c) any Person in connection with a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued in which:

     (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization;

     (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the corporation resulting from such merger, consolidation or reorganization, or a corporation with direct or indirect Beneficial Ownership of a majority of the voting securities of such corporation; and

     (iii) no Person other than (A) the Company, (B) any Subsidiary, (C) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company or any Subsidiary, or (D) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding voting securities or Shares, has Beneficial Ownership of twenty-five percent (25%) or more of the combined voting power of the then outstanding voting securities or common stock of the corporation resulting from such merger, consolidation or reorganization.

     “Non-Employee Director” shall mean any member of the Board who qualifies as a non-employee director as that term is defined in Rule 16b-3 promulgated pursuant to the Exchange Act or any replacement rule promulgated under the Exchange Act.

     “Nonqualified Stock Option” shall mean any Stock Option that does not qualify or is not intended to qualify as an Incentive Stock Option.

     “Officer” shall have the meaning ascribed to that term in Rule 16a-1(f) promulgated under the Exchange Act.

     “Optionee” shall mean an Employee or Consultant who has received a Stock Option pursuant to this Plan.

     “Person” shall mean an individual or a business entity, including, without limitation, a corporation, trust, estate or partnership, as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

     “Plan” shall mean the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan — 1994, including any country specific rules approved and adopted by the Board or the Committee, as such plan and country-specific rules may be amended and restated from time to time.

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     “Retirement” shall mean the attainment of age 55 and ten (10) years of credited service with the Company, as determined by the Board or Committee in its sole discretion.

     “Share” shall mean one share of the Company’s Common Stock.

     “Stock Option” shall mean the right to purchase one Share at a fixed exercise price and may refer to either an Incentive Stock Option or a Nonqualified Stock Option.

     “Subsidiary” shall mean any subsidiary of the Company.

3. GENERAL PROVISIONS APPLICABLE TO STOCK OPTIONS

     3.1 Term of the Plan.

     The Starbucks Corporation Amended and Restated Key Employee Stock Option Plan — 1994, shall expire on December 28, 2009. The termination of the Plan at that time shall not affect Stock Options previously granted, and Stock Options to purchase Shares granted prior to the termination of the Plan shall be governed by the terms of the Plan upon its termination.

     3.2 Shares Reserved for Issuance under the Plan.

     Subject to any adjustment pursuant to the provisions of Section 3.7 of the Plan, the maximum aggregate number of Shares reserved for issuance upon the exercise of Stock Options granted pursuant to this Plan is 70,100,000. Shares subject to Stock Options that are forfeited through expiration, termination of employment or otherwise shall be available for issuance pursuant to other Stock Options granted under this Plan. Any increase in the maximum aggregate number of Shares reserved for issuance pursuant to the exercise of Stock Options granted under the Plan shall be approved and recommended by the Board and approved by the Shareholders of the Company.

     3.3 Administration of the Plan.

     (a) The Plan shall be administered by the Board or a Committee duly appointed by the Board. The Board or the Committee shall have the authority to determine the form and substance of agreements, instruments and guidelines for the administration of the Plan. The Board or the Committee shall have authority to determine the Employees and Consultants to be granted Stock Options under the Plan, to determine the size, type, and applicable terms and conditions of grants to be made to such Employees and Consultants, to determine when Stock Options will be granted, and to authorize grants to Employees and Consultants. In addition, the Board or the Committee may engage a qualified brokerage or other financial services firm to assist in the administration of the Plan.

     (b) The Board may delegate authority to an Officer of the Company to authorize Stock Option grants within specified guidelines established by the Board or the Committee from time to time to Employees who are not Officers of the Company.

     (c) The Board or the Committee may delegate to an administrator or administrators those clerical and administrative functions that may be legally delegated to such administrator or administrators.

     (d) The Board’s or the Committee’s interpretation of the Plan, and all actions taken and determinations made by the Board or the Committee, as the case may be, concerning any matter arising under or with respect to this Plan or any Stock Options granted pursuant to this Plan, shall be final, binding, and conclusive on all interested parties, including the Company, its shareholders, and all former, present, and future Employees or Consultants of the Company. The Board or the Committee may, as to questions of accounting, rely conclusively upon any determinations made by the independent public accountants of the Company.

     (e) The grant of Stock Options pursuant to this Plan shall be entirely in the discretion of the Board, the Committee or an Officer designated by the Board, as the case may be, and nothing herein contained shall be

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construed to give any Employee or Consultant any right to receive Stock Options under this Plan. The maximum number of Stock Options that may be granted to any Optionee in any one fiscal year hereunder is 1,000,000. The granting of Stock Options pursuant to this Plan shall not constitute any agreement or an understanding, express or implied, on the part of the Company or a Subsidiary to employ the Optionee for any specified period.

     3.4 Effect of a Change in Control

     (a) In the event of a Change in Control, all Stock Options outstanding on the date of such Change in Control shall become immediately and fully exercisable and shall remain exercisable in accordance with Section 3.6.

     (b) This Section 3.4 above applies to any Stock Option granted or Change in Control occurring after February 14, 2000, provided, however, that in the event that the adoption of Section 3.4 is considered to be an alteration of equity interests in contemplation of a pooling of interests transaction, the adoption of Section 3.4 will automatically be rescinded. Upon the rescission of the adoption of Section 3.4 set forth above, the effect of a merger, consolidation, tender offer or takeover bid shall be governed by the terms of Section 2.5 of the Starbucks Corporation Key Employee Stock Option Plan — 1994 Plan in effect prior to February 14, 2000.

     3.5 Terms and Expiration of Options.

     Stock Options granted under this Plan shall be evidenced by a written grant agreement and:

     (a) shall be exercisable only by the Optionee, the Optionee’s personal representative or a permitted transferee;

     (b) shall not be transferable by the Optionee or by operation of law other than (i) by will of, or by the laws of descent and distribution applicable to, a deceased Optionee, (ii) pursuant to a domestic relations order; (iii) to the extent permitted by the Board or Committee, to one or more beneficiaries on a Company-approved form who may exercise the Option after the Optionee’s death; and/or (iv) in the case of Nonqualified Stock Options, by gift to a Family Member of the Optionee;

     (c) unless transferred as permitted by Section 3.5(b), shall automatically terminate and expire upon any other sale or transfer, any other attempted sale or transfer or upon the bankruptcy or insolvency of the Optionee or Optionee’s estate;

     (d) shall grant no right to the Optionee to receive any dividend on or to vote or exercise any right with respect to any Shares unless and until the Optionee has exercised Stock Options for such Shares and Beneficial Ownership of such Shares has been transferred to the Optionee;

     (e) shall expire at the earliest of the following:

(i)	three (3) months after voluntary or involuntary termination of Optionee’s employment as either an Employee or Consultant other than termination as described in subparagraphs (ii), (iii) or (iv) below;
(ii)	immediately upon the discharge of Optionee for misconduct, willfully or wantonly harmful to the Company or Subsidiary;
(iii)	twelve (12) months after Optionee’s death or Disability;
(iv)	thirty six (36) months after termination of Optionee’s employment as an Employee due to Retirement;
(v)	upon the expiration date specified in the Optionee’s written grant agreement; or

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(vi) ten (10) years after the date of grant, provided that a longer term may be established in the grant or extended by amendment as may be required or advisable under foreign laws or regulations;

     (f) shall to the extent that such Stock Options vest and become exercisable in increments, stop vesting as of the date of the Optionee’s Disability or termination of Optionee’s employment as an Employee or Consultant; provided, however, that such Stock Options shall vest in full as of the date of termination of Optionee’s employment as an Employee due to Retirement or death;

     (g) shall not be affected by any changes of duties or position so long as the Optionee shall continue to be employed as an Employee or Consultant by the Company or a Subsidiary; and

     (h) shall have an exercise price determined by the Board, the Committee or a designated Officer, as the case may be, at the time the grant is made, that is not less than the Fair Market Value of a Share on the date of grant.

     (i) Notwithstanding any other provision of the Plan to the contrary, upon approval of the Company’s shareholders, the Committee may provide for, and the Company may implement, a one-time-only option exchange offer, pursuant to which certain outstanding Options could, at the election of the person holding such Option, be tendered to the Company for cancellation in exchange for the issuance of a lesser amount of Options with a lower exercise price, provided that such one-time-only option exchange offer is commenced within six months of the date of such shareholder approval.

     3.6 Exercise of Options

     An Optionee, an Optionee’s personal representative or a permitted transferee desiring to exercise Stock Options granted and exercisable hereunder shall notify the Company or, if required by the Company, the brokerage firm designated by the Company to facilitate exercises and sales under this Plan, specifying the number of Stock Options to be exercised. The notification to the brokerage firm shall be made in accordance with procedures of such brokerage firm approved by the Company. The notification to the Company or the designated brokerage firm shall be accompanied by (i) payment of the aggregate exercise price of the Stock Options in cash or by tender of Shares that have been held by the Optionee for at least six (6) months that have an aggregate Fair Market Value of at least the aggregate exercise price, (ii) a request that the designated brokerage firm conduct a cashless exercise of the Stock Options, or (iii) in the case of Nonqualified Stock Options only, a request that the Company withhold sufficient Shares to pay the aggregate exercise price and an attestation that the Optionee or the permitted transferee has held a number of shares equal to the number to be withheld to pay the aggregate exercise price for at least six (6) months. Payment of the aggregate exercise price by means of tendering or attesting to the ownership of previously-owned shares of the Company’s common stock shall not be permitted when the same may, in the reasonable opinion of the Company, cause the Company to record a loss or expense as a result thereof.

     3.7 Recapitalization.

     The aggregate number of Shares reserved for issuance pursuant to Stock Options granted hereunder, the number of Stock Options previously granted hereunder and the exercise price per Share for each Stock Option previously granted hereunder shall be proportionately adjusted for an increase or decrease in the number of outstanding shares of Common Stock resulting from a stock split or reverse split or any other capital adjustment. The Board may, in its discretion, authorize the proportionate adjustment to the maximum number of Stock Options that may be granted to an Optionee in any one year. If the exercise of the adjusted number of Stock Options results in an obligation of the Company to issue a fractional Share, the number of Shares to be issued shall be rounded to the nearest whole number. Under no circumstances shall the Company be obligated to issue fractional shares pursuant to the exercise of Stock Options granted under this Plan. All adjustments made pursuant to this Section shall be determined by the Board or the Committee, whose determination in that respect shall be final, binding, and conclusive.

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     3.8 Substitutions and Assumptions.

     The Board or the Committee shall have the right to substitute or assume Stock Options in connection with mergers, reorganizations, separations, or other “corporate transactions” as that term is defined in and said substitutions and assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder.

     3.9 Amendment or Termination of the Plan.

     This Plan and all rules, guidelines, and regulations adopted with respect hereto may be terminated, suspended, modified, or amended at any time by a majority vote of the Board or the Committee, provided, however, that the following modifications or amendments require approval of or ratification by the shareholders of the Company: (i) any increase in the number of Shares reserved for issuance pursuant to Stock Options granted under the Plan, other than in connection with any adjustment under Section 3.7 of this Plan; and (ii) any change in Section 3.5(h) that would permit the exercise price of Stock Options to be set at an amount less than Fair Market Value of a Share of Common Stock on the date of grant. The Board or the Committee may amend the terms and conditions of outstanding Stock Options, provided, however, that (i) no such amendment would adversely affect the holders of such Stock Options without the holders’ consent, (ii) no such amendment shall change the length of the term of a Stock Option, and (iii) the amended provisions of such Stock Options would be permitted under this Plan.

     3.10 Withdrawal.

     An Optionee may at any time elect in writing to abandon Stock Options that have not yet been exercised.

     3.11 Government Regulations.

     This Plan and the grant and exercise of Stock Options hereunder and the obligations of the Company to issue and deliver Shares pursuant to such Stock Options shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies as may be required.

4. PROVISIONS APPLICABLE SOLELY TO NONQUALIFIED STOCK OPTIONS

     In addition to the provisions of Section 3 above, the following paragraph shall apply to all Stock Options granted under this Plan that are not Incentive Stock Options.

     4.1 Method of Payment of Exercise Price and Taxes.

     The amount to be paid by the Optionee, his or her personal representative or permitted transferee upon the exercise of Nonqualified Stock Options shall be the full aggregate exercise price thereof, together with the amount of federal, state, and local income and FICA taxes required to be withheld by the Company. The Optionee, his or her personal representative, or permitted transferee may elect to pay the federal, state, or local income and FICA withholding tax in cash, by having the designated brokerage firm forward payment of such taxes to the Company from the proceeds of a cashless exercise, or by having the Company withhold Shares having a Fair Market Value at the time of exercise equal to the amount required to be withheld, such withholding to be done at the minimum tax rate required under applicable law. If Shares are to be withheld to pay required taxes, the Optionee, his or her personal representative or permitted transferee must deliver an attestation that he or she has held a number of Shares equal to the number to be withheld to pay such taxes for at least six (6) months.

5. PROVISIONS APPLICABLE SOLELY TO INCENTIVE STOCK OPTIONS

     In addition to the provisions of Section 3 above, the following paragraphs shall apply to all Stock Options granted under this Plan that are Incentive Stock Options.

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     5.1 Conformance with Internal Revenue Code.

     Incentive Stock Options granted under this Plan shall conform to, be governed by, and be interpreted in accordance with the Code and any regulations promulgated thereunder as amended from time to time, including, without limitation, those provisions of Section 422 of the Code that prohibit an Incentive Stock Option by its terms to be exercisable after ten (10) years from the date that it was granted. Only Employees of the Company or of a “subsidiary corporation” within the meaning of Section 424(f) of the Code may be granted Incentive Stock Options hereunder. To the extent that Stock Options granted hereunder as Incentive Stock Options fail to conform to the foregoing requirements, such Stock Options shall be treated as Nonqualified Stock Options.

     5.2 Limitation on Amount of Incentive Stock Options.

     The aggregate Fair Market Value of shares subject to Incentive Stock Options (determined on the date of grant) that vest in any one calendar year (under this Plan or any other plan of the Company that authorizes Incentive Stock Options) shall not exceed the maximum amount allowed in any one year by the Code in connection with the grant of Incentive Stock Options.

     5.3 Limitation on Grants to Substantial Shareholders.

     An Employee may not, immediately prior to the grant of Incentive Stock Options hereunder, own stock in the Company representing more than ten percent (10%) of the voting power of all classes of stock of the Company unless the exercise price per Share specified by the Board or the Committee, as the case may be, for Incentive Stock Options granted to such an Employee is at least one hundred ten percent (110%) of the Fair Market Value of the Company’s Common Stock on the date of grant and such Stock Options, by their terms, are not exercisable after the expiration of five (5) years from the date of grant. For purposes of this limitation, Section 425(d) of the Code governs the attributes of stock ownership.

6. FOREIGN EMPLOYEES OR CONSULTANTS

     Without amending the Plan, the Board or the Committee may grant Stock Options to eligible Employees or Consultants who are foreign nationals on such terms and conditions not inconsistent with those specified in this Plan as may, in the judgment of the Board or the Committee, as the case may be, be necessary or desirable to foster and promote achievement of the purposes of the Plan. In furtherance of such purposes, the Board or the Committee may approve such modifications, amendments, procedures, sub-plans, and the like as may be necessary or advisable to comply with the provisions of the laws in other countries in which the Company operates or has Employees or Consultants.

7. COSTS AND EXPENSES

     Except as provided herein with respect to the payment of taxes, all costs and expenses of administering the Plan shall be borne by the Company.

8. GOVERNING LAW

     Except for circumstances in which Federal law governs, this Plan shall be governed by and construed in accordance with the laws of the State of Washington.

Amended & Restated Key Employee Stock Option Plan 1994 (3-18-09)

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EX-10.3

Exhibit 10.3

STARBUCKS CORPORATION

1991 COMPANY-WIDE
STOCK OPTION PLAN

As Amended and Restated through March 18, 2009

     1. Purpose.

          The purpose of this Plan is to encourage ownership of the common stock of Starbucks Corporation (“the Company”) by all Partners of the Company and its Subsidiaries. This Plan is intended to provide an incentive for Partners to exert their maximum efforts to achieve the successful operation of the Company and is intended to assist the Company in attracting and retaining talented personnel by providing an opportunity to benefit from the increased value of the Company, to which such Partners and new personnel have contributed. The Plan is expected to benefit the shareholders of the Company by linking the interests of the Company’s Partners with those of its shareholders. The benefits of this Plan are not a substitute for compensation otherwise payable to Partners pursuant to the terms of their employment.

     2. Definitions.

          For purposes of the Plan:

          “Agreement” means the written document issued by the Company to an Optionee evidencing the grant of Options and setting forth the terms and conditions of such grant.

          “Base Wages,” with respect to an Eligible Partner, means all gross actual base pay (including any applicable shift differentials), whether paid or deferred, but not including overtime, bonuses and commissions, and shall be calculated before deductions for amounts contributed to Company benefits and/or long-term savings plans. “Base Wages” does not include deferred income at payout, any awards payable under any long-term incentive plan to be adopted by the Company, imputed income for life insurance, relocation reimbursement or similar programs. With respect to the entire Company, “Base Wages” means the total amount of Base Wages for all Eligible Partners at a particular time under the Plan.

          “Board” means the Board of Directors of the Company.

          “Change in Capitalization” means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or

debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

          “Change in Control” has the meaning set forth in Section 5.9 hereof.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Committee” means a committee, as described in Section 3.1, that may be appointed by the Board from time to time to administer the Plan and to perform the functions set forth herein.

          “Company” means Starbucks Corporation.

          “Director” means a member of the Board.

          “Disability” means:

               (a) in the case of an Optionee whose employment with the Company or a Subsidiary is subject to the terms of an employment agreement between such Optionee and the Company or Subsidiary, which employment agreement includes a definition of “Disability,” the term “Disability” as used in this Plan or any Agreement shall have the meaning set forth in such employment agreement during the period that such employment agreement remains in effect; and

               (b) in all other cases, the term “Disability” as used in this Plan or any Agreement shall have the same meaning as set forth under the Company’s long- term disability plan as may be amended from time to time and in the event the Company does not maintain such a plan, a physical or mental condition resulting from bodily injury, disease, or mental disorder which renders the Optionee incapable of continuing his or her usual and customary employment with the Company or Subsidiary, as the case may be.

          “Eligible Partner” means any regular, full-time or part-time Partner who (i) was a Partner as of April 1 in the fiscal year of the Company prior to the date of the Option grant, (ii) is a Partner on the date of the Option grant, and (iii) who has been paid for at least 500 hours (which equates to approximately twenty hours per week on average) between April 1 and the last day of the prior fiscal year or between the first day of the prior fiscal year and March 31 of the fiscal year prior to the date of the Option grant. Officers and members of the Boards of Directors of the Company or its Subsidiaries shall not be eligible to participate in this Plan. In addition, none of the following individuals shall be an Eligible Partner:

(1) A Partner covered by a collective bargaining agreement, unless the collective bargaining agreement applicable to the Partner specifically provides for participation in this Plan;

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(2)	A leased employee;
(3)	A temporary Partner as defined by the Company’s human resources policy; or
(4)	Individuals who are not designated as “employees” in the Company’s or applicable Subsidiary’s employment records. For example, individuals engaged to perform services in a relationship which the Company or Subsidiary characterizes as that of an “independent contractor” with respect to the Company or Subsidiary shall not be Eligible Partners. Individuals described in this paragraph shall not be Eligible Partners for the period they are not characterized as employees in the Company or applicable Subsidiary’s employment records, even if a determination is made by the Internal Revenue Service, the United States Department of Labor, another governmental agency, a court or other tribunal that the individual is an “employee” of the Company or Subsidiary during that period, for purposes of pertinent sections of the Code or for any other purpose. An individual who has not been designated an Eligible Partner on account of this paragraph may, in the sole discretion of the Committee, be designated an Eligible Partner effective as of the date as of which the Company or applicable Subsidiary characterizes the individual as an “employee” in their employment records.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Fair Market Value” on any date means the closing sale price of a Share on the principal national securities exchange or stock market on which such Shares are listed or admitted to trading. If there are no quoted prices with respect to Shares for such date, the Fair Market Value shall be the closing sale price per Share on the immediately previous business day on which such quotations are available and, if the Shares are no longer publicly-traded, the Fair Market Value shall be the value established by the Board in good faith.

          “Officer” means a Partner serving in a position of vice president or higher of the Company or its Subsidiaries.

          “Option” means an option to purchase a Share under the Plan; no Option granted under the Plan shall be an incentive stock option within the meaning of Section 422 of the Code.

          “Optionee” means a person to whom an Option has been granted under the Plan.

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          “Partner” means any individual serving as an employee of the Company or any of its Subsidiaries.

          “Person” means a natural person, company, government or political subdivision, agency or instrumentality of a government.

          “Plan” means the Starbucks Corporation 1991 Company-Wide Stock Option Plan, including any country-specific rules approved and adopted by the Board or the Committee, as such plan and country-specific rules may be amended and restated from time to time.

          “Retirement” means the attainment of age 55 and ten (10) years of credited service with the Company, as determined by the Board or Committee in its sole discretion.

          “Shares” means the shares of common stock, $.001 par value per share, of the Company.

          “Subsidiary” means any corporation or other Person, of which a majority of its voting equity securities or equity interest is owned directly or indirectly by the Company.

     3. Administration.

          3.1. The Plan shall be administered by the Board, provided however that the Board may appoint a Committee to administer the Plan, consisting of not less than three members of the Board.

          3.2. Authority; Powers. Subject to the express terms and conditions set forth herein, the Board (or the Committee, if so appointed) shall have the power from time to time to:

               (a) determine those Eligible Partners to whom Options shall be granted under the Plan, the number of Options to be granted and the terms and conditions of such Option grants, including the exercise price per Option;

               (b) construe and interpret the Plan and the Options granted hereunder and to establish, amend and revoke rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Agreement, in the manner and to the extent it shall deem necessary or advisable so that the Plan complies with applicable law, and otherwise to make the Plan fully effective. All decisions and determinations by the Board or the Committee in the exercise of this power shall be final, binding and conclusive upon the Company, its Subsidiaries, the Optionees, and all other persons having any interest herein;

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               (c) exercise its discretion with respect to the powers and rights granted to it as set forth in the Plan;

               (d) generally exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan; and

               (e) delegate to an administrator or administrators those clerical and administrative functions which can be legally delegated to such administrator or administrators.

     4. Stock Subject to the Plan and Maximum Grants.

          4.1. Number. The number of Shares reserved for issuance pursuant to the exercise of Options granted under the Plan is 32,000,000. The maximum number of Options that an Eligible Partner may receive in any fiscal year may not exceed Options to purchase the number of Shares having an aggregate Fair Market Value on the date of grant equal to fourteen percent (14%) of such Eligible Partner’s Base Wages for the previous fiscal year of the Company. No Eligible Partner shall be granted Options under this Plan that would result in such Eligible Partner receiving more than five percent (5%) of the maximum number of Shares available for issuance hereunder. Upon a Change in Capitalization, the number of Shares referred to in the first sentence of this Section 4.1 shall be adjusted pursuant to Section 7.

          4.2. Reduction of Number. Upon the granting of Options, the number of Shares available under Section 4.1 for the granting of further Options shall be reduced by the number of Shares for which such Options may be exercised.

          4.3. Expired Options. Whenever any outstanding Option is canceled or is otherwise terminated for any reason without having been exercised, the Share allocable to the expired, canceled or otherwise terminated Option shall continue to be reserved for issuance under the Plan and may be the subject of new Options granted hereunder.

     5. Terms and Conditions of Options.

          5.1. Agreement and Date of Grant. The terms and conditions of the grant of Options to an Eligible Partner shall be set forth in an Agreement. The Board or the Committee shall determine, in its sole discretion, the date during the quarter following the end of the Company’s fiscal year upon which Options are granted.

          5.2. Exercise Price. The exercise price for each Option shall be 100% of the Fair Market Value of a Share on the date the Option is granted.

          5.3. Vesting. Subject to Section 5.9, and unless otherwise approved by action of the Board or the Committee, each grant of Options shall vest and become exercisable in annual twenty-five percent (25%) installments commencing on the first

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anniversary of the date of grant. To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Options expire. Options shall cease vesting as of the date of the Optionee’s Disability or other voluntary or involuntary termination of employment with the Company or any Subsidiary; provided, however, that all Options shall vest in full as of the date of the Optionee’s termination of employment due to Retirement or death.

          5.4. Term. Each Option granted hereunder shall have a term of ten (10) years, unless otherwise provided in the applicable Agreement. The Committee may extend any Option term after the date of grant, provided that the term shall not exceed ten (10) years. Notwithstanding the aforementioned, a longer term may be established in the grant or extended by amendment as may be required or advisable under foreign laws or regulations.

          5.5. Modification. No modification of an Option shall adversely alter or impair any rights or obligations under the Option without the Optionee’s consent.

          5.6 Non-Transferability. An Option granted hereunder shall not be transferable by the Optionee except by will or the laws of descent and distribution or pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated under the Exchange Act). An Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

          5.7 Method of Exercise. An Optionee desiring to exercise options granted and exercisable hereunder shall notify the Company or, if required by the Company, the brokerage firm designated by the Company to facilitate exercises and sales under this Plan, specifying the number of Options to be exercised. The notification to the brokerage firm shall be made in accordance with procedures of such brokerage firm approved by the Company. The notification to the Company or the designated brokerage firm shall be accompanied by (i) payment of the aggregate exercise price of the Options in cash or by tender of previously-owned Shares having an aggregate Fair Market Value of at least the aggregate exercise price, or (ii) a request that the Company or the designated brokerage firm conduct a cashless exercise of the Options. Payment of the aggregate exercise price by means of tendering previously-owned Shares of the Company’s common stock shall not be permitted when the same may, in the reasonable opinion of the Company, cause the Company to record a loss or expense as a result thereof.

          5.8 Rights of Optionees. No Optionee shall be deemed for any purpose to be the owner of any Shares subject to any Options unless and until (i) the Options shall have been exercised pursuant to the terms thereof, and (ii) the Company shall have issued and delivered Shares to or for the account of the Optionee. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to

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such Shares. Nothing in this Plan should be construed to provide any Partner with any right to receive an Option under this Plan, irrespective of whether the Partner may or may not be an Eligible Partner.

          5.9 Effect of Change in Control. In the event of a Change in Control, all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable and shall remain exercisable in accordance with Section 6.2. A “Change in Control” means the occurrence during the term of the Plan of:

               (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any Person (as the term Person is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the then outstanding Shares or the combined voting power of the Company’s then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Shares or Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control.

               A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any Subsidiary, (ii) the Company or its Subsidiaries, or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter defined);

               (b) Cessation for any reason of the individuals who are members of the Board as of August 28, 2000 (the “Incumbent Board”) to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination for election by the Company’s common shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

               (c) The consummation of:

     (i) A merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, unless such merger, consolidation or reorganization is a “Non-Control Transaction.” A “Non-Control Transaction” shall mean a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued where:

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     (A) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization,

     (B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation directly or indirectly beneficially owning a majority of the Voting Securities of the Surviving Corporation, and

     (C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company or any Subsidiary, or (iv) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding Voting Securities or Shares, has Beneficial Ownership of twenty-five percent (25%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities or its common stock.

(ii) A complete liquidation or dissolution of the Company; or

     (iii) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

          Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Company which, by

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reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities which increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

          Section 5.9 set forth above applies to any Option granted or Change in Control occurring after June 4, 1998; provided, however, that in the event that the adoption of Section 5.9 as set forth above is considered to be an alteration of equity interests in contemplation of a pooling of interests transaction, the adoption of Section 5.9 shall be automatically rescinded. Upon the rescission of the adoption of Section 5.9 set forth above, the effect of a merger, consolidation, tender offer or takeover bid shall be governed by the terms of Section 2.6 of the Plan in effect prior to June 4, 1998.

          5.10 One-Time Option Exchange Offer. Notwithstanding any other provision of the Plan to the contrary, upon approval of the Company’s shareholders, the Committee may provide for, and the Company may implement, a one-time-only option exchange offer, pursuant to which certain outstanding Options could, at the election of the person holding such Option, be tendered to the Company for cancellation in exchange for the issuance of a lesser amount of Options with a lower exercise price, provided that such one-time-only option exchange offer is commenced within six months of the date of such shareholder approval.

     6. Effect of a Termination of Employment.

          6.1. Board or Committee Discretion. The Agreement evidencing the grant of each Option may set forth the terms and conditions applicable to such Option upon a termination or change in the status of the employment of the Optionee by the Company, or a Subsidiary (including a termination or change by reason of the sale of a Subsidiary), which shall be as the Board or Committee may, in its discretion, determine at the time the Option is granted or thereafter.

          6.2. Default Provisions. Unless otherwise provided in the applicable Agreement pursuant to the Board or Committee’s authority as set forth in Section 6.1, any Option granted pursuant to this Plan shall expire at the earliest of the following:

          (i) the date specified in the Option;

          (ii) ninety (90) days after the date of voluntary or involuntary termination of Optionee’s employment other than a termination as described in (iii), (iv) or (v) below;

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          (iii) on the date of the discharge of the Optionee for misconduct that is willfully or wantonly harmful to the Company;

          (iv) twelve (12) months after the date of the Optionee’s death or termination due to Disability; or

          (v) thirty six (36) months after the date of termination of the Optionee’s employment due to Retirement.

     7. Adjustment Upon Changes in Capitalization.

          7.1. Adjustment. In the event of a Change in Capitalization, the Board or the Committee, as appropriate, shall conclusively determine the appropriate adjustments, if any, to (i) the number of Shares reserved for issuance pursuant to the exercise of Options under the Plan, (ii) the maximum number of Shares with respect to which Options may be granted to any Eligible Partner during the term of the Plan, and (iii) the number of Shares which are subject to outstanding Options granted under the Plan and the exercise price therefor (if applicable).

          7.2. No Fractional Shares. If any adjustment under Section 7.1 hereof results in an obligation of the Company to issue a fractional Share, the number of Shares to be issued shall be rounded to the nearest whole number. Under no circumstances shall the Company be obligated to issue and fractional Shares pursuant to the exercise of Options under this Plan.

     8. Termination and Amendment of the Plan.

          The Plan shall terminate on August 28, 2010 and no Option may be granted thereafter. Subject to Section 5.5, the Board or the Committee may terminate the Plan prior to the day set forth above and the Board or the Committee, may at any time and from time to time amend, modify or suspend the Plan and all administrative rules, regulations and practices; provided, however, that:

               (a) no such amendment, modification, suspension or termination shall impair or adversely alter any Options theretofore granted under the Plan, except with the consent of the Optionee, nor shall any amendment, modification, suspension or termination deprive any Optionee of any Shares that he or she may have acquired through or as a result of the Plan; and

               (b) to the extent necessary under applicable law, no amendment shall be effective unless approved by the shareholders of the Company in accordance with applicable law.

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     9. Non-Exclusivity of the Plan.

          The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

     10. Limitation of Liability.

          As illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:

               (a) give any person any right to be granted an Option other than at the sole discretion of the Board or the Committee;

               (b) give any person any rights whatsoever with respect to Shares except as specifically provided in the Plan and any applicable Agreement;

               (c) limit in any way the right of the Company or any Subsidiary to terminate the employment of any person at any time; or

               (d) be evidence of any agreement or understanding, expressed or implied, that the Company will employ any person at any particular rate of compensation or for any particular period of time.

     11. Regulations and Other Approvals; Governing Law.

          11.1. State Law. Except as to matters of federal law, the Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Washington without giving effect to conflicts of laws principles thereof.

          11.2. Applicable Laws and Regulations. The obligation of the Company to issue Shares upon the exercise of Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board or the Committee.

          11.3. Compliance. The Board or the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority.

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     12. Foreign Eligible Partners.

          Without amending the Plan, the Board or the Committee may grant Options to Eligible Partners who are foreign nationals on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or advisable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Board or the Committee may make such modifications, amendments, procedures, subplans, and the like as may be necessary or advisable to comply with the provisions of the laws in other countries in which the Company or its Subsidiaries operate or have employees.

     13. Miscellaneous.

          13.1. Multiple Option Grants. The terms of each Option grant may differ from other Options granted under the Plan at another time. The Committee may also make more than one grant of Options to a given Eligible Partner during the term of the Plan.

          13.2. Withholding of Taxes. At such time as an Optionee recognizes taxable income in connection with the receipt of Shares or receives cash in connection with the sale of Shares acquired pursuant to the exercise of Options under the Plan (a “Taxable Event”), the Optionee shall pay to the Company an amount equal to the federal, state and local (including applicable local country) taxes required to be withheld by the Company in connection with the Taxable Event (the “Withholding Taxes”) prior to the issuance of such Shares or the payment of such cash. The Company shall have the right to deduct from any payment of cash to an Optionee an amount equal to the Withholding Taxes in satisfaction of the obligation to pay Withholding Taxes. In satisfaction of the obligation to pay Withholding Taxes to the Company, the Optionee may elect to have a portion of the Shares then issuable to him or her having an aggregate Fair Market Value on the date of exercise equal to or greater than the Withholding Taxes withheld by the Company. If Shares are to be withheld to pay required Withholding Taxes, the Optionee, his or her personal representative or permitted transferee must deliver an attestation that he or she has held a number of Shares equal to the number to be withheld to pay such Withholding Taxes for at least six (6) months.

1991 Company-Wide Stock Option Plan (3-18-09)

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