S-8

As filed with the Securities and Exchange Commission on March 6, 2014

Registration No. 333 -            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GREEN MOUNTAIN COFFEE ROASTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 03-0339228
(I.R.S. Employer
Identification No.)

33 Coffee Lane, Waterbury, Vermont 05676

(Address of Principal Executive Offices) (Zip Code)

Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan

Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock
Purchase Plan

(Full title of the plan)

Michael J. Degnan, Esq.

Chief Legal Officer and Corporate General Counsel

Green Mountain Coffee Roasters, Inc.

33 Coffee Lane

Waterbury, Vermont 05676

(Name and address of agent for service)

(802) 244-5621

(Telephone number, including area code, of agent for service)

Copy to:

Christopher M. Bartoli, Esq.

Baker & McKenzie LLP

300 East Randolph Street, Suite 5000

Chicago, Illinois 60601

Telephone: (312) 861-8676

Facsimile: (312) 698-2055

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller Reporting Company o

CALCULATION OF REGISTRATION FEE

Title Securities to be  Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share(4)		Proposed Maximum Aggregate Offering Price(4)		Amount of Registration Fee
Common Stock, par value $0.10 per share	8,000,000	(2)	$	109.16	$	417,359,069.20	$	53,755.85
Common Stock, par value $0.10 per share	9,100,000	(3)	$	109.16	$	860,611,872.84	$	110,846.81
Total	17,100,000						$	164,602.66

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued pursuant to the Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”), and the Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock Purchase Plan (the “2014 ESPP” and, together with the 2014 Omnibus Plan, the “Plans”), as a result of one or more adjustments under the Plans to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

(2) Represents shares of Common Stock reserved for issuance under the 2014 Omnibus Plan. The number of shares of Common Stock registered under the 2014 Omnibus Plan hereby consists of (i) 3,823,370 shares of Common Stock being registered for the first time, plus (ii) 4,176,630 shares of Common Stock (the “2006 Carryover Shares”) that were previously registered by Green Mountain Coffee Roasters, Inc. (the “Registrant”) under its Amended and Restated Green Mountain Coffee Roasters, Inc. 2006 Omnibus Incentive Plan, as amended (the “2006 Plan”), on Form S-8, filed with the Securities and Exchange Commission (the “Commission”) on July 29, 2011 (Registration No. 333-175896).  A post-effective amendment to the foregoing Form S-8 to deregister the 2006 Carryover Shares is being filed contemporaneously with the filing of this Registration Statement.

(3)  Represents shares of Common Stock reserved for issuance under the 2014 ESPP. The number of shares of Common Stock registered under the 2014 ESPP hereby consists of (i) 7,883,949 shares of Common Stock being registered for the first time, plus (ii) 1,216,051 shares of Common Stock that were previously registered by the Registrant (the “ESPP Carryover Shares”) under the Registrant’s 1998 Employee Stock Purchase Plan, as amended (the “Former ESPP” and collectively with the 2006 Plan, the “Former Plans”) on Form S-8, filed with the Commission on March 11, 2005 (Registration No. 333-123255). A post-effective amendment to the foregoing Form S-8 to deregister the ESPP Carryover Shares is being filed contemporaneously with the filing of this Registration Statement.

(4) Estimated solely for the purposes of calculating the amount of the registration fee.  In accordance with Rule 457(h) of the Securities Act, the price shown is the average of the high and low selling prices of the Common Stock for March 3, 2014 as reported on the NASDAQ Global Select Market. The Registrant is paying registration fees solely with respect to the 11,698,344 shares of Common Stock being newly registered. The registration fees with respect to each of the 2006 Carryover Shares of $43,782.23 and the ESPP Carryover Shares of $267.29 were paid upon filing the original Registration Statements on Form S-8 listed in footnotes 2 and 3 above, respectively. Therefore, no further registration fee is required with respect to the 2006 Carryover Shares or the ESPP Carryover Shares.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (“Registration Statement”) relates to the registration of (1) 8,000,000 shares of common stock, $0.10 par value per share (“Common Stock”), of the Registrant issuable pursuant to the terms of the 2014 Omnibus Plan, and (2) 9,100,000 shares of Common Stock of the Registrant issuable pursuant to the terms of the 2014 ESPP.

On March 6, 2014, the stockholders of the Registrant approved the 2014 Omnibus Plan, which replaced the 2006 Plan, and the 2014 ESPP, which replaced the Former ESPP.  No new awards have been made under the Former Plans subsequent to stockholder approval of the Plans.  According to the terms of the 2014 Omnibus Plan, any shares subject to outstanding awards under the 2006 Plan as of December 6, 2013 that are cancelled or forfeited after December 6, 2013 will become available for issuance under the 2014 Omnibus Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Securities Act Rule 428(b)(1) and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

(A) The Registrant’s Annual Report on Form 10-K, as amended, for the fiscal year ended September 28, 2013;

(B) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since September 28, 2013; and

(C) The description of the Registrant’s Common Stock contained in Item 1 of the Registrant’s Registration Statement on Form 8-A (File No. 0-22398), dated September 10, 1993, filed pursuant to Section 12 of the Exchange Act, incorporating by reference the information concerning the Registrant’s common stock included under the caption “Description of Capital Stock” in its Registration Statement on Form SB-2, filed on July 28, 1993 and declared effective on September 21, 1993 (File No. 33-66646), and any amendment or report filed for purposes of updating such amendment.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

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Item 5.  Interests of Named Experts and Counsel.

Certain legal matters with respect to the validity of the Common Stock registered hereby have been passed upon for the Registrant by Michael J. Degnan, Chief Legal Officer and Corporate General Counsel of the Registrant.  Mr. Degnan is employed by the Registrant, owns shares of the Common Stock, and holds options, restricted stock units and performance stock units in the Registrant, both directly and as a participant in various stock and employee benefit plans.

Item 6.  Indemnification of Directors and Officers.

Section 145(a) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

The Registrant’s certification of incorporation, as amended, provides that each director, officer and employee, past or present, of the Registrant, and each person who serves or may have served at the request of the Registrant as a director, trustee, officer or employee of another corporation, association, trust or other entity and their respective heirs, administrators and executors, shall be indemnified by the Registrant in accordance with, and to the fullest extent permitted by, the provisions of the Delaware General Corporation Law as it may from time to time be amended.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.

The Registrant’s certificate of incorporation, as amended, provides that to the fullest extent permitted by the Delaware General Corporation Law as it may from time to time be amended, no director of the Registrant shall be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.

The Registrant’s amended and restated by-laws provide that any repeal or modification of the indemnification rights shall not adversely affect any right or protection of a director or officer of the Registrant with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

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The Registrant has entered into certain indemnification agreements with its officers and directors. The indemnification agreements provide the Registrant’s officers and directors with further indemnification, to the fullest extent permitted by the Delaware General Corporation Law.

The Registrant maintains a general liability insurance policy which covers certain liabilities of directors and officers of the Registrant arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

See the attached Exhibit Index at page 8, which is incorporated herein by reference.

Item 9.  Undertakings.

(a)The undersigned registrant hereby undertakes:

1.To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)            To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)          To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8. and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

2.That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the

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Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Burlington, State of Vermont, on March 6, 2014.

GREEN MOUNTAIN COFFEE ROASTERS, INC.
By:	/s/ Frances G. Rathke
	Frances G. Rathke
	Chief Financial Officer and Treasurer

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Frances G. Rathke, Michael J. Degnan and Sonia G. Cudd, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Green Mountain Coffee Roasters, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Brian P. Kelley	President and Chief Executive Officer and Director (Principal Executive Officer)	March 6, 2014
BRIAN P. KELLEY
/s/ Frances G. Rathke	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	March 6, 2014
FRANCES G. RATHKE
/s/ Norman H. Wesley	Chairman of the Board of Directors	March 6, 2014
NORMAN H. WESLEY
/s/ Barbra D. Carlini	Director	March 6, 2014
BARBARA D. CARLINI
/s/ Jules A. Del Vecchio	Director	March 6, 2014
JULES A. DEL VECCHIO
/s/ John D. Hayes	Director	March 6, 2014
JOHN D. HAYES
/s/ A.D. David Mackay	Director	March 6, 2014
A.D. DAVID MACKAY
/s/ Michael J. Mardy	Director	March 6, 2014
MICHAEL J. MARDY
/s/ Hinda Miller	Director	March 6, 2014
HINDA MILLER

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/s/ David E. Moran	Director	March 6, 2014
DAVID E. MORAN
/s/ Susan S. Kilsby	Director	March 6, 2014
SUSAN S. KILSBY
/s/ Robert A. Steele	Director	March 6, 2014
ROBERT A. STEELE

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Restated Certificate of Incorporation dated November 10, 2011 (incorporated by reference to Exhibit 3.1 in the Annual Report on Form 10-K for the fiscal year ended September 24, 2011).
4.2	Certificate of Amendment to Restated Certificate of Incorporation, dated April 3, 2012 (incorporated by reference to Exhibit 3.1 in the Quarterly Report on Form 10-Q for the thirteen weeks ended March 24, 2012).
4.3	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 in the Annual Report on Form 10-K for the fiscal year ended September 27, 2008).
5.1	Opinion of Corporate General Counsel of the Registrant (filed herewith).
10.1	Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan (filed herewith).
10.2	Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock Purchase Plan (filed herewith).
10.3	Form of Performance Stock Unit Agreement for Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan (filed herewith).
10.4	Form of Director Restricted Stock Unit Agreement for Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan (filed herewith).
10.5	Form of Executive Restricted Stock Unit Agreement for Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan (filed herewith).
10.6	Form of Executive Stock Option Agreement for Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan (filed herewith).
10.7	Form of Participation Agreement under the Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock Purchase Plan (filed herewith).
23.1	Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2	Consent of Corporate General Counsel of the Registrant (contained in Exhibit 5.1).
24	Powers of Attorney (included on signature page).

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EX-5.1

Exhibit 5.1

March 6, 2014

Green Mountain Coffee Roasters, Inc.

33 Coffee Lane

Waterbury, Vermont 05676

Ladies and Gentlemen:

This opinion is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Green Mountain Coffee Roasters, Inc. (the “Company”) on March 6, 2014 with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), with respect to 17,100,000 shares of common stock, $0.10 par value per share (the “Shares”), of which up to 8,000,000 Shares are authorized for issuance under the Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) and up to 9,100,000 Shares are authorized for issuance under the Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock Purchase Plan (the “2014 ESPP” and, collectively with the 2014 Omnibus Plan, the “Plans”).

I have acted as counsel for the Company in connection with the filing of the Registration Statement.  For purposes of this opinion, I have examined and relied upon such documents, records, certificates and other instruments as I have deemed necessary.

The opinions expressed below are limited to the Delaware General Corporation Law, including the reported cases interpreting those laws.

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and when issued and delivered against payment thereof in accordance with the terms of the applicable Plan, and when the Registration Statement has become effective under the Act, the Shares will be validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

This opinion may be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.

Very truly yours,

/s/ Michael J. Degnan

Name:  Michael J. Degnan

Title:  Chief Legal Officer, Corporate General Counsel

EX-10.1

Exhibit 10.1

GREEN MOUNTAIN COFFEE ROASTERS, INC.
2014 OMNIBUS INCENTIVE PLAN

1.DEFINED TERMS

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2.PURPOSE

The Plan has been established to advance the interests of the Company and its stockholders by providing for the grant of Stock-based and other incentive Awards to those individuals described in Section 5 who contribute significantly to the strategic and performance objectives and growth of the Company.  The Plan replaces the 2006 Incentive Plan and the STIP, and, from and after the Effective Date, no new grants of awards may be made under the 2006 Incentive Plan or the STIP.

3.ADMINISTRATION

The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; determine the form of settlement of Awards; prescribe forms, rules and procedures (which it may modify or waive) relating to the Plan, including (but not limited to) rules relating to sub-plans established for the purposes of satisfying applicable foreign laws, rules or regulations or qualifying for favorable tax treatment under foreign laws; and otherwise do all things necessary or appropriate to carry out the purposes of the Plan.  Determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4.LIMITS ON AWARDS UNDER THE PLAN

(a)Number of Shares; No Share Recycling.  Subject to adjustment as provided in Section 7, the maximum aggregate number of shares of Stock that may be delivered in satisfaction of Awards under the Plan is 8,000,000 (the “Fungible Pool Limit”), which includes 4,185,605 shares that, as of the Effective Date, are available for grant under the 2006 Incentive Plan that are hereby transferred to the Plan, and up to 1,661,205 shares, if any, that may become available for grant under the 2006 Incentive Plan after the Effective Date as a result of the forfeiture, expiration or cancellation of awards under the 2006 Incentive Plan.  Each share of Stock issued or to be issued in connection with any Award that is not a Stock Option or SAR shall be counted against the Fungible Pool Limit as 1.704 Fungible Pool Units. Stock Options and SARs shall be counted against the Fungible Pool Limit as one (1.0) Fungible Pool Unit. Up to the total number of shares available for awards to employee Participants may be issued in satisfaction of ISOs, but nothing in this Section 4(a) will be construed as requiring that any, or any fixed number of, ISOs be awarded under the Plan.  For purposes of this Section 4(a), the number of shares of Stock delivered in satisfaction of Awards will be determined (i) net of shares of Stock underlying the portion of any Award that is settled in cash or the portion of any Award that expires, terminates or is forfeited prior to the issuance of Stock thereunder, (ii) by treating as having been delivered the full number of shares covered by any portion of an Award that is

settled in Stock (and not only the number of shares of Stock delivered in settlement) and (iii) by treating as having been delivered any shares withheld from an Award to satisfy the tax withholding obligations with respect to such Award or in payment of the exercise price of an Award requiring exercise.  In addition, shares of Stock that have been repurchased by the Company with proceeds obtained in connection with the exercise of outstanding Awards shall not be added into the pool of available shares. Any shares of Stock that again become available for grant pursuant to this Section 4(a) shall be added back to the pool of available shares.

(b)Type of Shares.  Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company and held in treasury.  No fractional shares of Stock will be delivered under the Plan.

(c)Section 162(m) Limits.  The following additional limits will apply to Awards granted, or in the case of Cash Awards, payable to any person in any calendar year:

(1)Awards other than Cash Awards:  1,000,000 shares of Stock.

(2)Cash Awards:  $6,000,000.

In applying the foregoing limits, (i) all Awards of the specified type granted (or in the case of Cash Awards, payable) to the same person in the same calendar year will be aggregated and made subject to one limit; (ii) the share limit under clause (1) refers to the number of shares of Stock subject to those Awards.  The foregoing provisions will be construed in a manner consistent with Section 162(m), including, without limitation, where applicable, the rules under Section 162(m) pertaining to permissible deferrals of exempt awards.

5.ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among Employees and directors of, and consultants and advisors to, the Company and its Affiliates.  Eligibility for ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.  Eligibility for Stock Options other than ISOs is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Stock Option to the Company or to a subsidiary of the Company that would be described in the first sentence of U.S. Treasury Regulations (“Treasury Regulations”) Section §1.409A-1(b)(5)(iii)(E).

6.RULES APPLICABLE TO AWARDS

(a)All Awards.

(1)Award Provisions.  The Administrator will determine the terms of all Awards, subject to the limitations provided herein.  By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant will be deemed to have agreed to the terms of the Award and the Plan.  Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or

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adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.

(2)Term of Plan.  No Awards may be made after ten years from the Date of Adoption, but previously granted Awards may continue beyond that date in accordance with their terms.

(3)Transferability.  Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution.  During a Participant’s lifetime, ISOs (and, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), SARs and NSOs) may be exercised only by the Participant.  The Administrator may permit the gratuitous transfer (i.e., transfer not for value) of Awards other than ISOs to any transferee eligible to be covered by the provisions of Form S-8 (under the Securities Act of 1933), subject to such limitations as the Administrator may impose.

(4)Vesting, etc.  The Administrator will determine the time or times at which an Award will vest or become exercisable and the terms on which a Stock Option or SAR will remain exercisable.  Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration.  Unless the Administrator expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases:

(A)Immediately upon the cessation of the Participant’s Employment and except as provided in (B) and (C) below, each Stock Option and SAR that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate and all other Awards that are then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not already vested will be forfeited.

(B)Subject to (C) and (D) below, all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of ninety (90) days or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.

(C)All Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant’s death or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.

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(D)All Stock Options and SARs (whether or not exercisable) held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the termination is for Cause or occurs in circumstances that in the sole determination of the Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause.

(5)Additional Restrictions.

(A)The Administrator may cancel, rescind, withhold or otherwise limit or restrict any Award at any time if the Participant is not in compliance with all applicable provisions of the Award agreement and the Plan, if the Participant breaches any agreement with the Company or its Affiliates with respect to non-competition, non-solicitation or confidentiality, if any activity occurs that results in termination of the Participant’s Employment for Cause, or if there is a violation of any material rule or policy of the Company or other egregious or materially harmful conduct by the Participant that is detrimental to the business or reputation of the Company or its Subsidiaries, as determined in the sole discretion of the Administrator.  Without limiting the generality of the foregoing, the Administrator may recover Awards made under the Plan and payments under or gain in respect of any Award to the extent required to comply with Section 10D of the Securities Exchange Act of 1934, as amended, or any stock exchange or similar rule or company policy adopted to under said Section.  In addition, rights, payments and benefits under any Award shall be subject to repayment to, or recoupment through any clawback policy by, the Company in accordance with such policies and procedures as the Administrator may adopt from time to time.

(B)If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to Section 304 of the Sarbanes-Oxley Act of 2002 (and not otherwise exempted), the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document not in material compliance with such financial reporting requirement.

(6)Taxes.  The delivery, vesting and retention of Stock, cash or other property under an Award are conditioned upon full satisfaction by the Participant of all tax withholding requirements with respect to the Award.  The Administrator will prescribe such rules for the withholding of federal, state and local taxes, including social security and Medicare withholding tax (or corresponding or other taxes under applicable laws in non-U.S. jurisdictions) as it deems necessary.  In satisfaction of tax withholding requirements, the Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock (but not in excess of the minimum withholding required by law) or sell any shares of Stock contingently issued or credited by the Company for the purpose

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of paying such Award or any other Award under this Plan to raise the amount necessary to satisfy applicable withholding requirements.

(7)Dividend Equivalents, Etc.  The Administrator may provide for the payment of amounts (on terms and subject to conditions established by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award.  Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in compliance with, the requirements of Section 409A.  Dividends or dividend equivalent amounts payable in respect of Awards that are subject to restrictions may be subject to such limits or restrictions as the Administrator may impose including, without limitation, that dividends or dividend equivalent amounts payable in respect of Awards that are conditioned on the attainment of Performance Criterion or Criteria will only be paid if and to the extent that such Performance Criterion or Criteria have actually been attained.

(8)Rights Limited.  Nothing in the Plan, any Award granted or any Award agreement or other agreement entered into pursuant hereto will be construed as (i) giving any person the right to continued employment or service with the Company or its Affiliates (ii) limiting in any way the right of the Company or any Affiliate to terminate a person’s Employment or service or (iii) giving any person any rights as a stockholder except as to shares of Stock actually issued under the Plan.  The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or any Affiliate to the Participant.  No Participant or other person shall have any claim to be granted an Award under the Plan, and there is no obligation for uniformity of treatment of Employees, Participants, or holders or beneficiaries of Awards under the Plan.  The terms and conditions of Awards need not be the same with respect to each recipient.  Any Award granted under the Plan shall be a one-time Award which does not constitute a promise of future grants.  The Company, in its sole discretion, maintains the right to make available future grants hereunder.

(9)Exclusion from Pension and other Benefit Plan Computation.  Except to the extent otherwise required by applicable law and with respect to jurisdictions other than in the United States, by exercise of a Stock Option or SAR or receipt of another type of Award, (i) each Participant shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement, severance, resignation, redundancy, end of service payment or other employee benefit plan of the Company or an Affiliate, and (ii) each beneficiary of a deceased Participant shall be deemed to have agreed that such Award will not affect the amount of any life insurance coverage, if any, provided by the Company or an Affiliate on the life of the Participant that is payable to the beneficiary under any life insurance plan covering Employees or directors of the Company or an Affiliate.

(10)Section 162(m). In the case of any Performance Award (other than a Stock Option or SAR) intended to qualify for the performance-based compensation exception under Section 162(m), the Administrator will establish the applicable Performance Criterion or Criteria in writing no later than ninety (90) days after the commencement of the period of service

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to which the performance relates (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m)) and, prior to the event or occurrence (grant, vesting or payment, as the case may be) that is conditioned on the attainment of such Performance Criterion or Criteria, will certify whether it or they have been attained.

(11)Section 16(b).  The provisions of this Plan are intended to ensure that no transaction under the Plan is subject to (and all such transactions are exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act.  Accordingly, the composition of the Administrator shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Administrator shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).  If any provision of the Plan or of any Award would otherwise frustrate or conflict with the intent expressed in this Section 6(a)(10), that provision to the extent possible shall be interpreted and deemed amended so as to avoid such conflict. To the extent there is any remaining irreconcilable conflict with this intent, the provision shall be deemed disregarded as to transactions under the Plan that are intended to be exempt under Rule 16b-3 or such other exemptive rules under Section 16.

(12)Coordination with Other Plans.  Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its Affiliates.  For example, but without limiting the generality of the foregoing, awards under other compensatory plans or programs of the Company or its Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) if the Administrator so determines, in which case the shares delivered will be treated as awarded under the Plan (and will reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 4).  In any case where an award is made under another plan or program of the Company or its Affiliates and such award is intended to qualify for the performance-based compensation exception under Section 162(m), and such award is settled by the delivery of Stock or another Award under the Plan, the applicable Section 162(m) limitations under both the other plan or program and under the Plan will be applied to the Plan as necessary (as determined by the Administrator) to preserve the availability of the Section 162(m) performance-based compensation exception with respect thereto.

(13)Section 409A.  Each Award will contain such terms as the Administrator determines, and will be construed and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements.

(14)Fair Market Value.  In determining the fair market value of any share of Stock under the Plan, the Administrator will make the determination in good faith consistent with the rules of Section 422 and Section 409A to the extent applicable.

(b)Stock Options and SARs.

(1)Time And Manner Of Exercise.  Unless the Administrator expressly provides otherwise, no Stock Option or SAR will be deemed to have been exercised until the

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Administrator receives a notice of exercise (in form acceptable to the Administrator), which may be an electronic notice, signed (including electronic signature in form acceptable to the Administrator) by the appropriate person and accompanied by any payment required under the Award.  A Stock Option or SAR exercised by any person other than the Participant will not be deemed to have been exercised until the Administrator has received such evidence as it may require that the person exercising the Award has the right to do so.

(2)Exercise Price; Prohibition on Re-Pricing.  The exercise price (or the base value from which appreciation is to be measured) of each Award requiring exercise will be no less than 100% (or in the case of an ISO granted to a ten-percent shareholder within the meaning of subsection (b)(6) of Section 422, 110%) of the fair market value of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant.  Except as contemplated by Section 7 of the Plan, the company may not, without obtaining stockholder approval, (a) amend the terms of outstanding Stock Options or SARs to reduce the exercise price or base value of such Stock Options or SARs, (b) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs with an exercise price or base value that is less than the exercise price or base value of the original Stock Options or SARs, or (c) cancel outstanding Stock Options or SARs that have an exercise price or base value greater than the fair market value of a share on the date of such cancellation in exchange for cash or other consideration.  Fair market value will be determined by the Administrator consistent with the applicable requirements of Section 422 and Section 409A.

(3)Payment Of Exercise Price.  Where the exercise of an Award is to be accompanied by payment, payment of the exercise price will be by cash or check acceptable to the Administrator or by such other legally permissible means, if any, as may be acceptable to the Administrator.

(4)Maximum Term.  Stock Options and SARs will have a maximum term not to exceed ten (10) years from the date of grant (or five (5) years from the date of grant in the case of an ISO granted to a ten-percent shareholder described in Section 6(b)(2) above); provided, however, that, if a Participant still holding an outstanding but unexercised NSO or SAR ten (10) years from the date of grant (or, in the case of an NSO or SAR with a maximum term of less than ten (10) years, such maximum term) is prohibited by applicable law or a written policy of the Company applicable to similarly situated employees from engaging in any open-market sales of Stock, and if at such time the Stock is publicly traded (as determined by the Administrator), the Administrator may determine, in its discretion, that the maximum term of such Award will instead be deemed to expire on the thirtieth (30th) day following the date the Participant is no longer prohibited from engaging in such open market sales.

7.EFFECT OF CERTAIN TRANSACTIONS

(a)Mergers, etc.  Except as otherwise provided in an Award agreement, the following provisions will apply in the event of a Change of Control Transaction:

(1)Assumption or Substitution.  If the Change of Control Transaction is one in which there is an acquiring or surviving entity, the Administrator may (but, for the avoidance

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of doubt, need not) provide (i) for the assumption or continuation of some or all outstanding Awards or any portion thereof or (ii) for the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.

(2)Cash-Out of Awards.  Subject to Section 7(a)(5) below, the Administrator may (but, for the avoidance of doubt, need not) provide for payment (a “cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award or portion thereof to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator in its reasonable discretion) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Award or such portion (in the case of an SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as the Administrator determines.

(3)Acceleration of Certain Awards.  Subject to Section 7(a)(5) below, the Administrator may (but, for the avoidance of doubt, need not) provide that any Award requiring exercise will become exercisable, in full or in part and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Change of Control Transaction.

(4)Termination of Awards Upon Consummation of Change of Control Transaction.  Except as the Administrator may otherwise determine in any case, upon consummation of the Change of Control Transaction, each Award outstanding as of the Change of Control Transaction will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited), other than Awards assumed pursuant to Section 7(a)(1) above.  With respect to any Awards that do not automatically terminate pursuant to the preceding sentence and except as the Administrator may otherwise determine, in the event that, within twelve months following a Change of Control Transaction, the Participant’s Employment is terminated by the Company or any of its Affiliates for any reason other than for Cause, all such Awards held by the Participant, to the extent then outstanding, which have not theretofore vested shall immediately vest and become exercisable and all vesting and exercisability restrictions on such award shall immediately lapse, in each case, upon such termination.  For the avoidance of doubt, if any conflict between this Plan and the Change of Control Plan should arise, the terms of this Plan shall govern.

(5)Additional Limitations.  Any share of Stock and any cash or other property delivered pursuant to Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Change of Control Transaction.  For purposes of the immediately preceding sentence, a cash-out under Section 7(a)(2) above or acceleration under Section 7(a)(3) above will not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition.  In the case of

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Restricted Stock that does not vest and is not forfeited in connection with the Change of Control Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Change of Control Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

(b)Changes in and Distributions With Respect to Stock.

(1)Basic Adjustment Provisions.  In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of FASB ASC 718, the Administrator will make appropriate adjustments to the maximum number of shares specified in Section 4(a) that may be delivered under the Plan and to the maximum share limits described in Section 4(c), and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change.

(2)Certain Other Adjustments.  The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan, having due regard for the qualification of ISOs under Section 422, the requirements of Section 409A, and for the performance-based compensation rules of Section 162(m), where applicable.

(3)Continuing Application of Plan Terms.  References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8.LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived.  The Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act of 1933 or any applicable state or non-U.S. securities law.  Any Stock required to be issued to Participants under the Plan will be evidenced in such manner as the Administrator may deem appropriate, including book-entry registration or delivery of stock certificates.  In the event that the Administrator determines that Stock certificates will be issued to Participants under the Plan, the Administrator may require that certificates evidencing Stock issued under the Plan bear an appropriate legend

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reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

9.             AMENDMENT AND TERMINATION

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time the Award was granted.  Any amendments to the Plan will be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including the Code and applicable stock exchange requirements), as determined by the Administrator.

10.          OTHER COMPENSATION ARRANGEMENTS

The existence of the Plan or the grant of any Award will not in any way affect the Company’s right to Award a person bonuses or other compensation in addition to Awards under the Plan.

11.          MISCELLANEOUS

(a)           Waiver of Jury Trial.  By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim will be tried before a court and not before a jury.  By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.  Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company and a Participant to agree to submit disputes arising under the terms of the Plan or any Award made hereunder to binding arbitration or as limiting the ability of the Company to require any eligible individual to agree to submit such disputes to binding arbitration as a condition of receiving an Award hereunder.

(b)           Limitation of Liability.  Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(b) will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for any payment in connection with any such acceleration of income or additional tax.

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Furthermore, in no event shall the Company have any liability relating to the failure or alleged failure of any Award under the Plan to comply with, or be exempt from, the requirements of Section 16(b) of the Exchange Act.

12.          ESTABLISHMENT OF SUB-PLANS

The Administrator may grant Awards to Employees of the Company and its Affiliates who reside in foreign jurisdictions.  Notwithstanding anything in the Plan to the contrary, the Administrator may, in its sole discretion: (i) amend or vary the terms of the Plan and/or Awards to conform such terms with the requirements of each jurisdiction where an Affiliate is located; (ii) amend or vary the terms of the Plan and/or Awards in each jurisdiction where an Affiliate is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social security contributions for participants and/or the Affiliate; or (iii) amend or vary the terms of the Plan and/or Awards in each jurisdiction where an Affiliate is located as it deems necessary or desirable to meet the goals and objectives of the Plan.  The Administrator may, where it deems appropriate in its sole discretion, establish one or more sub-plans for these purposes.  The terms and conditions contained herein which are subject to variation in a jurisdiction shall be reflected in a written supplement to the Plan for such jurisdiction.  All supplements so established will be deemed to be part of the Plan, but each supplement will apply only to Participants within the affected jurisdiction (as determined by the Administrator).

13.          GOVERNING LAW

(a)           Certain Requirements of Corporate Law.  Awards will be granted and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator.

(b)           Other Matters.  Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section 12 or as provided in Section 13(a) above, the provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of or based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof will be governed by and construed in accordance with the domestic substantive laws of the State of Vermont without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(c)           Jurisdiction.  By accepting an Award, each Participant will be deemed to (a) have submitted irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Vermont for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Award; (b) agree not to commence any suit, action or other proceeding arising out of or based upon the Plan or an Award, except in the federal and state courts located within the geographic boundaries of the United States District Court for the District of Vermont; and (c)  waive, and agree not to assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-

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named courts that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or an Award or the subject matter thereof may not be enforced in or by such court.

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EXHIBIT A

Definition of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“2006 Incentive Plan”:  The Green Mountain Coffee Roasters, Inc. 2006 Incentive Plan.

“Administrator”:  The Compensation Committee, except that the Compensation Committee may delegate (i) to one or more of its members (or one or more other members of the Board (including the full Board)) such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant Awards to the extent permitted by Section 157(c) of the Delaware General Corporation Law; (iii) to the chief executive officer with respect to all non-executive employees, with such duties, powers and responsibilities as it may determine, provided the chief executive officer is a member of the Board; and (iv) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate.  In the event of any delegation described in the preceding sentence, the term “Administrator” will include the person or persons so delegated to the extent of such delegation.

“Affiliate”:  Any corporation or other entity that stands in a relationship to the Company that would result in the Company and such corporation or other entity being treated as one employer under Section 414(b) and Section 414(c) of the Code.

“Award”:  Any or a combination of the following:

(i) Stock Options;

(ii) SARs;

(iii) Restricted Stock;

(iv) Unrestricted Stock;

(v)  Stock Units, including Restricted Stock Units;

(vi) Performance Awards;

(vii) Cash Awards; and

(viii)  Awards (other than Awards described in (i) through (vii) above) that are convertible into or otherwise based on Stock.

“Board”:  The Board of Directors of the Company.

“Cash Award”:  An Award denominated in cash.

“Cause”:  In the case of any Participant who is party to an employment or severance-benefit agreement that contains a definition of “Cause,” the definition set forth in such agreement

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will apply with respect to such Participant under the Plan.  In the case of any other Participant, “Cause” will mean, as determined by the Administrator in its reasonable judgment and sole discretion, (i) gross negligence or willful misconduct by the Participant in the performance of his or her employment duties; (ii) the Participant’s conviction of, or entering a guilty plea with respect to a felony or a misdemeanor involving moral turpitude; (iii) the Participant’s commission of an act involving personal dishonesty that results in financial, reputational, or other harm to the Company or its Affiliates; (iv) the Participant’s material breach of any term of any employment, consulting, or other service, confidentiality, intellectual property or non-competition agreement, if any, between the Participant and the Company or an Affiliate; (v) the Participant’s material violation of any rule, policy, procedure or guideline of the Company or its Affiliates; or (vi) egregious or materially harmful behavior that is detrimental to the business or reputation of the Company or its Affiliates.

“Change of Control Plan”:  The Green Mountain Coffee Roasters, Inc. 2008 Change-In-Control Severance Benefit Plan, as amended.

“Change of Control Transaction”:  Any of (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company.  Where a Change of Control Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Change of Control Transaction will be deemed to have occurred upon consummation of the tender offer.  For purposes of any of the provisions of the Plan providing for the acceleration of vesting of an Award, within twelve months following a Change of Control Transaction, a Change of Control Transaction requires an ownership change such that either (i) there is a change in the composition of a majority of the members of the Board immediately prior to the consummation of the transaction or (ii) the ownership of more than 50% of the equity securities entitled to vote generally in the election of directors after the consummation of the transaction is held by Persons other than those who owned such equity securities prior to the transaction, as determined by the Board.

“Code”:  The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.

“Compensation Committee”:  The Compensation and Organizational Development Committee of the Board.

“Company”:  Green Mountain Coffee Roasters, Inc.

“Date of Adoption”:  The earlier of the date the Plan was approved by the Company’s stockholders or adopted by the Board, as determined by the Committee.

“Effective Date”: December 6, 2013, the date the Plan was approved by the Board, subject to approval by the Company’s stockholders.

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“Employee”:  Any person who is employed by the Company or an Affiliate.

“Employment”:  A Participant’s employment or other service relationship with the Company and its Affiliates.  Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to the Company or an Affiliate.  If a Participant’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.  Notwithstanding the foregoing and the definition of “Affiliate” above, in construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms will be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations.  The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred.  Any such written election will be deemed a part of the Plan.

“Exchange Act”:  The Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

“Fungible Pool Limit”:  See Section 4(a).

“Fungible Pool Unit”:  the measuring unit used for purposes of the Plan, as specified in Section 4, to determine the number of shares of Stock which may be subject to Awards hereunder,  which shall consist of shares of Stock in proportions (ranging from 1.0 to 1.704) as set forth in Section 4(a).

“ISO”:  A Stock Option intended to be an “incentive stock option” within the meaning of Section 422.  Each Stock Option granted pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated as an ISO.

“NSO”:  A Stock Option that is not intended to be an “incentive stock option” within the meaning of Section 422.

“Participant”:  A person who is granted an Award under the Plan.

“Performance Award”:  An Award subject to Performance Criteria.  The Administrator in its discretion may grant Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify.

“Performance Criteria”:  Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant,

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exercisability, vesting or full enjoyment of an Award.  For purposes of Awards that are intended to qualify for the performance-based compensation exception under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings.  A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss.  To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria.

“Plan”:  The Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan as from time to time amended and in effect.

“Restricted Stock”:  Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied.

“Restricted Stock Unit”:  A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions.

“SAR”:  A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the excess of the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured.

“Section 409A”:  Section 409A of the Code.

“Section 422”:  Section 422 of the Code.

“Section 162(m)”:  Section 162(m) of the Code.

“STIP”:  Senior Executive Officer Short Term Incentive Compensation Plan

“Stock”:  Common stock of the Company, par value $0.10 per share.

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“Stock Option”:  An option entitling the holder to acquire shares of Stock upon payment of the exercise price.

“Stock Unit”:  An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future.

“Unrestricted Stock”:  Stock not subject to any restrictions under the terms of the Award.

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EX-10.2

Exhibit 10.2

GREEN MOUNTAIN COFFEE ROASTERS, INC.
2014 AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN

Article 1 - Defined Terms

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.  Each capitalized word, term or phrase used in the Plan shall have the meaning set forth in Exhibit A or, if not defined in Exhibit A, the first place that it appears in the Plan.

Article 2 - Purpose.

The Plan is intended to encourage stock ownership by all Eligible Employees of the Company and its Participating Subsidiaries so that they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. The Plan is designed to encourage Eligible Employees to remain in the employ of the Company and its Participating Subsidiaries. The plan of which the current Plan is an amendment and restatement was approved by the stockholders of the Company on March 26, 1999.

This Plan includes two components:  a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423 Component”).  It is the intention of the Company to have the 423 Component qualify as an “employee stock purchase plan” within the meaning of Code Section 423.  The provisions of the 423 Component, accordingly, shall be construed so as to extend and limit participation in a uniform and nondiscriminatory basis consistent with the requirements of Code Section 423.  In addition, this Plan authorizes the grant of an option to purchase shares of Common Stock under the Non-423 Component that does not qualify as an “employee stock purchase plan” under Code Section 423.  Such an option shall be granted pursuant to rules, procedures or sub-plans adopted by the Committee designed by the Committee to achieve tax, employment, securities law or other purposes and objectives for Eligible Employees of Participating Subsidiaries outside the United States and the Company.  Except as otherwise provided herein, the Non-423 Component will be operated and administered in the same manner as the 423 Component.

Article 3 - Administration of the Plan.

(a)Authority of Committee.  The Plan will be administered by the Committee.  The Committee shall have the authority to take the following actions, among others, subject to the terms and conditions of the Plan:

i.to designate the Subsidiaries that participate in the Plan;

ii.to determine the eligibility of any individual to participate in the Plan, including whether an Eligible Employee shall participate in the 423 Component or the Non-423 Component;

iii.to determine whether and when a Payment Period will occur;

iv.to determine the number of shares of Common Stock subject to an offering and the

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number of shares of Common Stock subject to an option to purchase shares of Common Stock to be granted under the Plan to any Participant;

v.to establish procedures for making payroll deductions or contributions under the Plan;

vi.to establish the Option Price for a Payment Period;

vii.to determine the maximum amount permitted to be credited to a Participant’s Account and to suspend or reduce a Participant’s payroll deductions or contributions for any reason that the Committee deems necessary or advisable;

viii.to determine the terms and conditions of each Offering and Payment Period made hereunder, based on such factors as the Committee shall determine;

ix.to adopt sub-plans and special provisions applicable to Payment Periods regulated by the laws of jurisdictions outside of the United States, which sub-plans and special provisions may take precedence over other provisions of the Plan;

x.to modify, amend, adjust or cancel any Offering, Payment Period or option to purchase shares of Common Stock or the terms and conditions of any Offering, Payment Period or option to purchase shares of Common Stock;

xi.to treat any Participant’s attempt to transfer, pledge or otherwise encumber the Participant’s Account or option to purchase shares of Common Stock as a notice of withdrawal under the Plan;

xii.to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall deem advisable from time to time;

xiii.to interpret the terms and provisions of the Plan;

xiv.to decide all other matters to be determined in connection with an Offering; and

xv.to otherwise administer the Plan.

Notwithstanding the foregoing, any action taken by the Committee or its delegates that requires the approval of the Company’s stockholders under applicable law or Applicable Exchange rules shall be valid and effective only if the approval of the Company’s stockholders is obtained as required.

(b)Delegation of Authority.  To the extent permitted by applicable law, the Committee may delegate any of its authority to administer the Plan to any person or persons selected by the Committee, including one or more members of the Committee or one or more officers of the Corporation, and such person or persons shall be deemed to be the Committee with respect to, and to the extent of, its or their authority.  In this regard and to the extent permitted under applicable law, the Committee hereby delegates its power, authority and responsibilities under the Plan to the Company’s Chief Human Resources Officer (or the individual holding equivalent duties and responsibilities).  Any authority granted to the Committee may also be exercised by the full Board.  To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

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(c)Procedures.  The Committee may act by a majority of its members then in office and, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange, through any person or persons to whom it has delegated its authority pursuant to Article 3(b).

(d)Discretion of Committee and Binding Effect.  Any determination made by the Board, Committee or an appropriately delegated person or persons with respect to the Plan shall be made in the sole discretion of the Board, Committee or such delegate, unless in contravention of any express term of the Plan, including, without limitation, any determination involving the appropriateness or equitableness of any action.  All decisions made by the Board, Committee or any appropriately delegated person or persons shall be final and binding on all persons, including the Participating Subsidiaries, Employees, Eligible Employees, Participants and beneficiaries.

(e)Limitation of Liability.  No liability whatsoever shall attach to or be incurred by any past, present or future stockholders of the Company, officers or directors of any Participating Subsidiary or any members of the Board, Committee or their delegates under or by reason of any of the terms, conditions or agreements contained in this Plan or implied therefrom, and any and all liabilities of, and any and all rights and claims against, any Participating Subsidiary or any stockholder of the Company, officer, director or Committee member whether arising at common law or in equity or created by statute or constitution or otherwise, pertaining to the Plan, are hereby expressly waived and released by every Participant as part of the consideration for the benefits provided under the Plan.

Article 4 - Eligibility.

All Eligible Employees on a given Offering Date shall be eligible to receive an option to purchase shares of Common Stock under the Plan; provided, however, that Employees who are citizens or residents of a specific jurisdiction may be excluded from participation in the Plan or an Offering if the participation of such Employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Code Section 423.  Further, in no event may an Eligible Employee be granted an option to purchase shares of Common Stock under the 423 Component of the Plan if such Employee, immediately after the option was granted, would be treated as owning stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any parent corporation or subsidiary corporation, as the terms “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and (f) of the Code.  For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and stock which the Eligible Employee may purchase under outstanding options shall be treated as stock owned by the Employee.

Article 5 - Stock Subject to the Plan.

The stock subject to the options under the Plan shall be shares of the Company’s authorized but unissued Common Stock, or shares of Common Stock reacquired by the Company, including shares purchased in the open market.  The maximum number of shares of Common Stock that can be issued under the Plan, subject to any adjustment upon changes in capitalization as provided in Article 13, shall be 9,100,000.  The limitation set forth in this Article may be used to satisfy purchases of shares of Common Stock under either the 423 Component or the Non-423 Component.

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Article 6 - Payment Period and Stock Options.

Subject to the limitation set forth in the last paragraph of this Article 6, on each Offering Date, the Company will grant to each Participant in the Plan an option to purchase up to 3,750 shares of Common Stock on the last Trading Day of the Payment Period or, if fewer, the number of shares of Common Stock determined under Article 7 at the Option Price.

No Eligible Employee shall be granted an option under the 423 Component that permits the Eligible Employee’s right to purchase shares of Common Stock under the Plan and under all other Code Section 423(b) employee stock purchase plans of the Company and any parent or subsidiary corporations to accrue at a rate that exceeds US$25,000 of fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.  If the Participant’s accumulated payroll deductions or contributions on the last day of the Payment Period would otherwise enable the Participant to purchase shares of Common Stock in excess of the Code Section 423(b)(8) limitation described in this paragraph, the excess of the amount of the accumulated payroll deductions or contributions over the aggregate Option Price of the shares of Common Stock actually purchased shall be promptly refunded to the Participant by the Company, without interest (unless otherwise required by law).

Article 7 - Exercise of Option.

On the last Trading Day of a Payment Period, the Account balance of each Participant that is denominated in a currency other than U.S. Dollars shall be converted into U.S. Dollars at a rate of exchange determined by the Committee in its sole discretion.    Subject to the limitations in Article 17, each Eligible Employee who is a Participant on the last Trading Day of a Payment Period shall be deemed to have exercised his or her option to purchase shares of Common Stock on such date and thereby to have purchased from the Company such number of shares of Common Stock reserved for the purpose of the Plan, not in excess of 3,750 shares, as the Participant’s accumulated payroll deductions or contributions will purchase at the Option Price, subject to the Code Section 423(b)(8) limitation described in Article 6 for Participants participating in the Section 423 Component of the Plan.  No amounts may be carried forward to the next Payment Period.

Article 8 - Authorization for Entering the Plan.

An Eligible Employee may elect to participate for a Payment Period by executing and delivering to the Company a payroll deduction / contribution and participation authorization in accordance with procedures prescribed by and in a form acceptable to the Committee.  The Committee may establish a deadline in advance of the commencement of the Payment Period by which any such authorization must be delivered.  Unless a Participant files a new authorization or withdraws from the Plan, the deductions or contributions and purchases under the authorization the participant has on file under the Plan will continue from one Payment Period to succeeding Payment Periods as long as the Plan remains in effect.

Article 9 - Maximum Amount of Payroll Deductions / Contributions.

An Eligible Employee may request payroll deductions in an amount (expressed as a whole percentage) not less than one percent (1%) but not more than ten percent (10%) of the Eligible Employee’s total compensation, including base pay or salary and any overtime, bonuses or commissions.  If applicable law prohibits payroll deductions, the Committee, in its discretion, may

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permit a Participant to make contributions to the Participant’s Account in another form of contribution acceptable to the Committee, including contributions by direct debit from a Participant’s designated bank account or by check.  The Company or Participating Subsidiary that employs the Participant will accumulate and hold for each Participant’s Account the amounts deducted from his or her pay or contributed through alternate means if payroll deductions are impermissible.  Payroll deductions or contributions shall commence as of the Offering Date and as soon as administratively practicable following the date on which the Eligible Employee completes the enrollment process pursuant to Article 8, subject to any approvals or other requirements under local law.

Notwithstanding the foregoing, the Committee may, in its discretion, suspend or reduce a Participant’s payroll deductions or contributions under the Plan as it deems necessary or advisable.  Except where otherwise required under applicable local law, all Participant contributions may be held in a general account established in the name of the Company or the Participating Subsidiary that employs the applicable Participant.  No interest will be paid on these amounts except as required by local law.

Article 10 - Change in Payroll Deductions / Contributions.

Deductions (or contributions in jurisdictions where payroll deductions are prohibited) may not be increased or decreased during a Payment Period.  However, a Participant may withdraw in full from the Plan.

Article 11 - Withdrawal from the Plan.

A Participant may withdraw from the Plan (in whole but not in part) for a Payment Period at any time prior to the last day of the Payment Period by delivering a withdrawal notice to the Company, in which case the Company will promptly refund the entire balance of the Participant’s deductions or contributions not previously used to purchase shares of Common Stock under the Plan.

Article 12 - Issuance of Stock; Dividend Reinvestment.

Shares of Common Stock purchased upon exercise of an option shall be issued as soon as practicable after the Payment Period.  Shares of Common Stock purchased under the Plan shall be issued only in the name of the Participant.  Unless otherwise determined by the Committee, all shares of Common Stock purchased under the Plan shall be deposited directly into an account established in the name of each Participant with a broker or agent designated by the Committee.

The Company reserves the right to automatically reinvest any or all cash dividends on all shares of Common Stock purchased under the Plan for additional shares of Common Stock.

Article 13 - Adjustments.

In the event of any change in the outstanding shares of Common Stock of the Company by reason of a stock dividend, split-up, recapitalization, merger, consolidation or other reorganization, the aggregate number and class of shares available under the Plan, the number and class of shares under option but not exercised, the Option Price and other Plan terms, including share limits, shall be appropriately adjusted; provided, however, that no such adjustment shall be made unless the Company shall be satisfied that it will not constitute a

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modification of the options granted under the Plan or otherwise disqualify the 423 Component as an employee stock purchase plan under the provisions of Section 423 of the Code.

Article 14 — Equal Rights and Privileges; No Transfer or Assignment of Employee’s Rights.

All Participants granted options under the 423 Component of the Plan shall have the same rights and privileges.  Each Participant’s rights and privileges under the Plan shall be exercisable only by him or her and shall not be sold, pledged, assigned, or transferred in any manner.

Article 15 - Termination of Employment.

Whenever a Participant ceases to be an Eligible Employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her option rights under the Plan shall immediately terminate and the Company or Participating Subsidiary shall promptly refund, without interest (except as required by local law), the entire balance of his or her payroll deduction (or contribution) Account under the Plan. Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a Participant is on an approved leave of absence, or for so long as the Participant’s right to re-employment is guaranteed either by statute or by contract, if longer than the length of the approved leave of absence.

If a Participant’s payroll deductions or contributions are interrupted by any legal process, a withdrawal notice will be considered as having been received from the Participant on the day the interruption occurs.

Article 16 - Termination and Amendments to Plan.

The Plan may be terminated at any time by the Board.  Upon termination of the Plan, the Board may either (i) provide that then-outstanding options be administered in accordance with their terms, or (ii) accelerate the exercise date for then-outstanding options by specifying that the Payment Period in which such action occurs will end on a date earlier than its originally scheduled end date.  If at any time shares of Common Stock reserved for the purpose of the Plan remain available for purchase but not in sufficient number to satisfy all then unfilled purchase requirements, the available shares of Common Stock shall be apportioned among Participants in proportion to the amount of payroll deductions or contributions accumulated on behalf of each Participant that would otherwise be used to purchase shares of Common Stock, and the Plan shall terminate.  Upon such termination or any other termination of the Plan, all payroll deductions or contributions not used to purchase shares of Common Stock will be refunded, without interest (unless otherwise required by law).

The Committee or the Board may from time to time adopt amendments to the Plan provided that, without the approval of the stockholders of the Company, no amendment may (i) materially increase the number of Shares of Common Stock that may be issued under the Plan; (ii) change the class of employees eligible to receive options under the Plan, if such action would be treated as the adoption of a new plan for purposes of Section 423(b) of the Code; or (iii) cause the provisions of Section 16(b) of the Securities Exchange Act of 1934 to become inapplicable to the Plan.

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Article 17 - Restrictions on the Exercise of Options.

The Committee, in its sole discretion, may require as a condition to the exercise of options that the underlying shares of Common Stock be registered under the Securities Act of 1933, as amended, and that all other legal requirements necessary under state, federal and applicable foreign law, or in the Committee’s opinion, desirable from the Company’s standpoint, to the exercise of the options be satisfied or waived.

Article 18 - Participating Subsidiaries.

The Committee, or its delegate, shall designate Subsidiaries that will participate in the Plan.  The Committee, or its delegate, shall have the power to make such designation before or after the Plan is approved by the stockholders.

Article 19 - Optionees Not Stockholders.

An Employee shall not have any of the rights and privileges of a shareholder of the Company and shall not receive any dividends in respect to any shares of Common Stock subject to an option hereunder, unless and until such Employee has been issued such shares.

Article 20 - Withholding of Taxes.

All payroll deductions and contributions under the Plan will be made on an after-tax basis.  No later than the date as of which an amount first becomes includible in the Participant’s taxable income for federal, state, local or non-U.S. income or employment or other tax purposes with respect to any option to purchase shares of Common Stock, such Participant shall pay to the Company or Participating Subsidiary, as applicable, or make arrangements satisfactory to the Company or Participating Subsidiary, as applicable, regarding the payment of, any federal, state, local or non-U.S. taxes of any kind required by law to be withheld with respect to such amount.  The obligations of the Company and each Participating Subsidiary under the Plan shall be conditional on such payment or arrangements, and the Company and each Participating Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payments otherwise due to the Participant.  Further, subject to applicable local law, the Company may (i) instruct the administrator/broker to sell such number of shares of Common Stock purchased by a Participant to raise the amount necessary to satisfy applicable withholding requirements or (ii) withhold whole shares of Common Stock that otherwise would have been delivered having an aggregate fair market value equal to the amount necessary to satisfy any withholding obligation.  The Committee may establish such procedures as it deems appropriate for the settlement of withholding obligations.

Article 21 - Conditions for Issuance.

Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver shares of Common Stock under the Plan unless such issuance or delivery complies with all applicable laws, rules and regulations, including the requirements of any Applicable Exchange or similar entity, and the Company has obtained any consent, approval or permit from any federal, state or foreign governmental authority that the Committee determines to be necessary or advisable.

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Article 22 - No Special Employment Rights.

The Plan does not, directly or indirectly, create in any Employee any right with respect to continuation of employment by the Company or its Subsidiaries, and it shall not be deemed to interfere in any way with the right of the Company or its Subsidiaries to terminate, or otherwise modify, an Employee’s employment at any time.  Any rights or benefits provided under this Plan shall not be considered part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service awards, pension, retirement or similar payments.

Article 23 - Offerings Outside the United States.

Notwithstanding anything in the Plan to the contrary, the Committee or its delegate may, in its sole discretion, adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States.  Without limiting the generality of the foregoing, the Committee or its delegate is specifically authorized to adopt rules, procedures and sub-plans of the Plan, which, for purposes of the Non-423 Component, may be outside the scope of Section 423 of the Code, without limitation, to:  (i) amend or vary the terms of the Plan in order to conform such terms with the laws, rules and regulations of each country outside of the United States where a Participating Subsidiary is located; (ii) amend or vary the terms of the Plan in each country where a Participating Subsidiary is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social insurance contributions for Participants or the Participating Subsidiary; or (iii) amend or vary the terms of the Plan in each country outside of the United States where a Participating Subsidiary is located as it considers necessary or desirable to meet the goals and objectives of the Plan.  Each sub-plan established pursuant to this Article 23 shall be reflected in a written supplement to the Plan.  The total number of shares of Common Stock authorized to be issued under the Plan shall include any shares of Common Stock issued under any sub-plan of the Plan.

Article 24 - Governing Law.

The Plan shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof, and shall be construed accordingly.

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EXHIBIT A

Definition of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Account”:   The account established for each Participant under the Plan which will be maintained in the currency used by the Company or Participating Subsidiary, as applicable, to pay the Participant’s compensation and will be converted into U.S. Dollars as provided in Article 7, as applicable, in its general corporate account or in one or more trusts or separate accounts, as determined by the Committee in its discretion in accordance with applicable law, and will not be credited with interest of earnings of any kind, unless otherwise required by applicable law.

“Applicable Exchange”:  The NASDAQ National Market System or such other securities exchange as may be the principal market for the shares of Common Stock at the applicable time.

“Board”:  The Board of Directors of the Company.

“Code”:  The United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.

“Company”:  Green Mountain Coffee Roasters, Inc., a Delaware corporation.

“Committee”:  The Compensation and Organizational Development Committee of the Board.

“Common Stock”:  Shares of common stock of the Company, par value US$0.10 per share.

“Eligible Employee”:  An individual who (i) is an Employee, and (ii) meets such eligibility criteria as may be determined by the Committee.  An Employee shall first become eligible on the first day of the following month after completing thirty (30) days of employment.  Except as otherwise prohibited under applicable law, “Eligible Employee” shall exclude any Employee whose customary employment is twenty (20) or fewer hours per week.

“Employee”:  Any individual who is classified as an employee by the Company or a Participating Subsidiary on such entity’s payroll records.  An individual who is classified by the Company or a Participating Subsidiary as an independent contractor, leased employee, consultant advisor or member of the Board is not an Employee for purposes of the Plan, even if such individual is determined to be a common law employee of the Company or a Participating Subsidiary.  For purposes of individuals performing services for a Participating Subsidiary outside of the United States, “Employee” shall be determined in accordance with the foregoing provisions except as otherwise may be required under applicable local law.  In addition, for purposes of this Plan, a Participant shall cease to be an Employee either upon an actual termination of employment or upon the Subsidiary employing the Participant ceasing to be a Participating Subsidiary.

“Offering”:  An offer under the Plan of an option to purchase shares of Common Stock under the Plan that may be exercised during an Payment Period as further described in Articles 6 and 7. For purposes of this Plan, the Committee may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Participating Subsidiaries

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will participate, even if the dates of the applicable Payment Periods of each such Offering are identical.

“Offering Date”:  Unless otherwise determined by the Committee, (i) the last Sunday in September of each year with respect to the Payment Period running from the last Sunday in September of each year and ending on the last Saturday in March of each year and (ii) the last Sunday in March of each year with respect to the Payment Period running from the last Sunday in March of each year and ending on the last Saturday of September of each year.

“Option Price”:  The per share exercise price to be paid by a Participant to purchase a share of Common Stock that is equal to the lesser of (i) 85% of the fair market value of a share of Common Stock on the first Trading Day of the Payment Period and (ii) 85% of the fair market value of a share of Common Stock on the last Trading Day of the Payment Period, in either event rounded up to avoid fractions of a U.S. dollar other than 1/4, 1/2 and 3/4.  Notwithstanding the foregoing, the Committee has the authority to change the Option Price for an Offering prior to the commencement of a Payment Period by any manner or method the Committee determines, pursuant to Article 2, and subject to (i) with respect to the 423 Component, compliance with Code Section 423 (or any successor rule or provision or any other applicable law, regulation or Applicable Exchange rule) or (ii) with respect to the Non-423 Component, pursuant to such manner or method as determined by the Committee to comply with applicable local law.

“Participant”:  An Eligible Employee who has commenced participation in the Plan pursuant to Article 8 and who has not ceased participation in the Plan pursuant to Articles 11 or 15.

“Participating Subsidiary”:  Any present or future subsidiary of the Company, as that term is defined in Section 424(f) of the Code, which is designated from time to time by the Committee, or its delegate, to participate in the Plan under either the 423 Component or Non-423 Component.

“Payment Period”:  Unless otherwise determined by the Committee or its delegate with respect to a particular Offering, jurisdiction, Subsidiary or sub-plan:  A period (i) commencing on the last Sunday in September of each year and ending on the last Saturday in March of each year and (ii) commencing on the last Sunday in March of each year and ending on the last Saturday of September of each year.

“Plan”: The Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock Purchase Plan, as from time to time amended and in effect, and any sub-plan(s) established hereunder to comply with the laws of jurisdictions outside of the United States of America.

“Trading Day”:  A day on which the NASDAQ is open for trading.

“U.S. Dollar” and “US$”:  The lawful currency of the United States of America.

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EX-10.3

Exhibit 10.3

PSU - 1

GREEN MOUNTAIN COFFEE ROASTERS, INC.
PERFORMANCE STOCK UNIT AWARD AGREEMENT

This Performance Stock Unit (“PSU”) Award Agreement (this “Agreement”) is made and entered into as of [·] (the “Grant Date”) by and between Green Mountain Coffee Roasters, Inc. (the “Company”) and [·] (the “Participant”), pursuant to the terms of the Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”).

Participant:	<<Participant Name>>
Grant Date:	<<Grant Date>>
Target Number of PSUs:	<<Number of Target PSUs>> (the “Target Award”)
Performance-Based Vesting Conditions:	See Annex A
Performance Period:	See Annex A
Time-Based Vesting Schedule:	See Section 5

1.Grant of PSUs.  The Company hereby grants to the Participant on the Grant Date a Performance Award (the “Award”) consisting of the target number of PSUs set forth above (the “Target Award”).  Each PSU represents the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and the Plan, one share of Stock (each, a “Share” or together, the “Shares”).

2.Award Subject to Plan.  The Award is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  Except as otherwise specifically stated herein, in the event of any conflict between this Agreement and the Plan, the terms of the Plan will control.  Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them in the Plan. For purposes of this Agreement, “Employer” means the entity (the Company or the Affiliate) that employs the Participant on the applicable date.

3.Rights as Shareholder; Limits on Transfer.  Each PSU represents an unfunded and unsecured promise by the Company to deliver one Share to the Participant upon vesting of the PSU.  The Participant will not have any rights of a shareholder with respect to any PSUs (including any voting rights or rights with respect to dividends) unless and until the PSU is earned and vests and is settled by the issuance of a Share.  Neither the PSUs nor the rights relating thereto may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the

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Participant except upon the Participant’s death to a beneficiary designated in writing by the Participant in accordance with procedures established by the Administrator, or if none, to the person to whom the Award passes by will or the laws of descent and distribution.

4.Percentage of Target Award that May be Earned.  Except as otherwise provided herein, the percentage of the Target Award that that may be earned by the Participant will be determined in accordance with Annex A hereto (which Annex A is incorporated by reference and is made part of this Agreement).

5.Vesting of Earned Stock Units; Effect of Termination of Employment.

5.1Except as otherwise provided herein, provided that the Participant remains in continuous Employment through the applicable vesting date, fifty percent (50%) of the Earned Stock Units will vest on the Initial Vesting Date and fifty percent (50%) of the Earned Stock Units will vest on the one-year anniversary of the Initial Vesting Date.  The Earned Stock Units that vest on the Initial Vesting Date will be settled by the Company not later than December 31, 2015 and the Earned Stock Units that vest on the one-year anniversary of the Initial Vesting Date will be settled by the Company in calendar year 2016 and not later than December 31, 2016.  Subject to Section 5.2 of this Agreement, if the Participant’s Employment is terminated prior to a vesting date, any then unvested PSUs or Earned Stock Units, as the case may be, will terminate without any consideration therefore due or payable to the Participant.

5.2Notwithstanding the foregoing vesting schedule, and subject to compliance with Section 11, the following provisions will apply:

(a)Termination upon Participant’s Death.  If the Participant’s Employment terminates as a result of the Participant’s death prior to the last day of the Performance Period (such last day of the Performance Period, the “Measurement Date”), the PSUs will immediately vest in full as of the date of the Participant’s death as if 100% of the Target Award had been earned in accordance with Annex A (and such PSUs that so vest as provided for in this sentence will be deemed to be “Earned Stock Units” for purposes of the remaining sections of this Agreement).  If such termination occurs after the Measurement Date, subject to the Administrator’s determination and certification of the achievement of the Performance Targets in Accordance with Annex A, any Earned Stock Units that are unvested as of the date of the Participant’s death will immediately vest as of such date.

(b)Vesting due to Disability.  If a Participant becomes disabled prior to the Measurement Date, the PSUs will immediately vest in full as of the date the Participant becomes disabled as if 100% of the Target Award had been earned in accordance with Annex A (and such PSUs that so vest as provided for in this sentence will be deemed to be “Earned Stock Units” for purposes of the remaining sections of this Agreement).  If the Participant becomes disabled after the Measurement Date, subject to the Administrator’s determination and certification of the achievement of the Performance Targets in Accordance with Annex A, any Earned Stock Units that are unvested as of the date the Participant becomes disabled will immediately vest as of such

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date.  For purposes of this Agreement, a Participant will be considered “disabled” at such time as the Administrator determines that the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three (3) months under an Employer long-term disability plan.

(c)Termination upon Participant’s Retirement.  If a Retirement-Eligible Participant’s Employment terminates for any reason other than death, disability (within the meaning of Section 5.2(b)) of this Agreement) or a termination for Cause (“Retirement”) prior to the Measurement Date, subject to the Administrator’s determination and certification of the achievement of the Performance Targets in Accordance with Annex A, as of the Measurement Date, a number of PSUs will vest equal to the product obtained by multiplying (x) the number of Earned Stock Units by (y) a fraction, the numerator of which is the number of days the Participant was continuously employed during the period beginning on the Measurement Start Date and ending on the date of such termination of Employment, and the denominator of which is the number of days from the Measurement Start Date until the Measurement Date.  If such termination occurs after the Measurement Date, subject to the Administrator’s determination and certification of the achievement of the Performance Targets in Accordance with Annex A, any Earned Stock Units that are unvested as of the date of such termination of Employment will immediately vest as of such date.  For purposes of this Agreement, a Participant will be considered a “Retirement-Eligible Participant” from and after the earliest date, if any, on which the Participant either (i) is at least fifty-five (55) years of age and has at least fifteen (15) years of service with the Company or any Affiliate of the Company (counting service with any entity that is an Affiliate of the Company only during such periods as it is an Affiliate of the Company, except as the Administrator may otherwise determine) (“retirement-eligibility service”), or (ii) is at least sixty (60) years of age and has at least five (5) years of retirement-eligibility service.

(d)Termination upon Participant’s Involuntary Termination Not-for-Cause.  If the Employment of a Participant who is not a Retirement-Eligible Participant terminates as a result of the Participant’s involuntary termination not-for-Cause prior to the Measurement Date, subject to the Administrator’s determination and certification of the achievement of the Performance Targets in accordance with Annex A, as of the Measurement Date, a number of PSUs will vest equal to the product obtained by multiplying (x) the number of Earned Stock Units by (y) a fraction, the numerator of which is the number of days the Participant was continuously employed during the period beginning on the Measurement Start Date and ending on the date of such termination of Employment, and the denominator of which is the number of days from the Measurement Start Date until the Measurement Date.  If such termination occurs after the Measurement Date, subject to the Administrator’s determination and certification of the achievement of the Performance Targets in accordance with Annex A, any Earned Stock Units that are unvested as of the date of such termination of Employment will immediately vest as of such date.

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(e)Termination upon Participant’s Voluntary Termination or for Cause.  If the Employment of a Participant who is not a Retirement-Eligible Participant terminates due to the Participant’s voluntary termination or if the Employment of the Participant (whether or not a Retirement-Eligible Participant) is terminated by the Employer for Cause, any then unvested or unearned portion of the Award will be immediately forfeited upon the date of such termination without any payment or consideration due by the Company.  For purposes of this Agreement, other than Section 5.2(f) and the definition of “Qualifying Termination,” “Cause” has the meaning, if any, ascribed to it in an employment agreement between the Participant and the Employer in effect on the date the Participant terminates Employment, or if no such definition exists, means any or any combination of the following: (i) commission by the Participant of a crime involving moral turpitude, or of a felony; (ii) gross neglect by the Participant of his or her duties (other than as a result of incapacity resulting from physical or mental illness or injury) that continues for thirty (30) days after the Employer gives written notice to the Participant thereof; or (iii) an act of dishonesty or breach of faith in the conduct by the Participant of his or her duties for the Employer that is materially injurious to the Employer.

(f)Change in Control.  In the event the Participant experiences a “Qualifying Termination” as defined in the Company’s 2008 Change-in-Control Severance Benefit Plan, as amended from time to time (the “CIC Severance Plan”), prior to the Measurement Date, the PSUs will immediately vest in full as of the date of such Qualifying Termination as if 100% of the Target Award had been earned in accordance with Annex A (and such PSUs will be deemed to be “Earned Stock Units “ for purposes of the remaining sections of this Agreement). If the Participant’s Qualifying Termination occurs after the Measurement Date, subject to the Administrator’s determination and certification of the achievement of the Performance Targets in accordance with Annex A, any Earned Stock Units that are unvested as of the date of such termination of Employment will immediately vest as of such date.

6.Settlement.

6.1Subject to Sections 5.1 and 7 hereof, promptly following the applicable vesting date, and in any event no later than sixty (60) days following such vesting date, the Company will (i) issue and deliver to the Participant the number of Shares equal to the applicable number of Earned Stock Units; and (ii) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Shares so delivered to the Participant.  No fractional Shares will be issued under this Agreement.

6.2Notwithstanding Section 6.1, if the Participant is resident or employed outside of the United States, the Company, in its sole discretion, may provide for settlement of the Earned Stock Units in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant, the Company or an Affiliate to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of Employment, if different), (3) would result in adverse tax consequences for the Participant, the Company or an Affiliate or (4) is administratively burdensome; or (ii) Shares, but require the Participant to sell such Shares immediately or within a specified period following the

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Participant’s termination of Employment to comply with local law, rules and/or regulations (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

7.Tax Liability; Withholding; Section 409A.

7.1Regardless of any action the Company or Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax—related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax—Related Items legally due by the Participant is and remains the Participant’s responsibility, and that the Company and Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of the PSUs or the Earned Stock Units, as the case may be, the settlement of the Earned Stock Units, the subsequent sale of any Shares acquired pursuant to the Earned Stock Units and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

Unless otherwise determined by the Administrator, at the time of settlement, the Company and Employer will have the right to deduct from any compensation paid to the Participant pursuant to this Agreement or otherwise, the amount of any required withholding or other applicable taxes in respect of the PSUs or the Earned Stock Units, and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding or other applicable taxes.  The Company may also satisfy any withholding obligation by withholding Shares from the Shares otherwise issuable or deliverable to the Participant as a result of the vesting and/or settlement of the Earned Stock Units (or, in the case of PSUs settled in cash, a portion of the cash proceeds); provided, however, that no Shares will be withheld with a value exceeding the minimum amount of tax required to be withheld by law (as determined by the Administrator in good faith and in its sole discretion).  Furthermore, the Company may, on behalf of the Participant, sell a sufficient number of whole Shares issued upon settlement of the Earned Stock Units having an aggregate value that would satisfy any withholding obligation (in which case, the Participant hereby agrees that the Company has the authority to issue sale instructions on the Participant’s behalf).

In the event the withholding requirements are not satisfied through the methods described herein, no Shares (or cash) will be issued in settlement of the Earned Stock Units unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Participant with respect to the payment of any Tax—Related Items.  If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company, the Employer or another Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.  By accepting this grant of PSUs, the Participant expressly consents to the withholding methods as provided for hereunder.  All other Tax-Related Items related to the PSUs and any Shares or cash delivered in payment thereof are Participant’s sole responsibility.

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7.2This Agreement is intended to comply with Section 409A or an exemption thereunder, and will be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event will the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

7.3If the Participant is determined to be a “specified employee” within the meaning of Section 409A, and the U.S. Treasury regulations thereunder, as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the U.S. Treasury regulations thereunder, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, the settlement and delivery of any Shares hereunder upon such separation from service will be delayed until the earlier of (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death. For purposes of this Agreement, all references to “termination of Employment” and correlative phrases will be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the U.S. Treasury regulations after giving effect to the presumptions contained therein).  Each payment made under this Agreement shall be treated as a separate payment.

8.Compliance with Law; Repatriation.

8.1The Award granted hereunder and the issuance and transfer of the Shares is contingent upon and subject to compliance by the Company and the Participant with all applicable requirements of federal, state and non-U.S. securities laws and with all applicable requirements of any stock exchange on which the Stock may be listed.  In the event such requirements are not met, the Award may be declared null and void and the Participant will not have any claims against the Company or any Affiliate to receive any payment or other benefits in lieu of the Award.  Further, no shares of Stock will be issued or transferred unless and until any then applicable requirements of federal, state and non-U.S. laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

8.2As a condition of this Award, Participant agrees to repatriate all payments attributable to the PSUs in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of Employment, if different).  In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and Employer, as may be required to allow the Company and Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of Employment, if different).  Finally, the Participant agrees to take any and all actions that may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of Employment, if different).

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9.Consent to Collection/Processing/Transfer of Personal Data.  Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of the PSUs and participation of the Participant in the Plan.  The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan.  As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and its Affiliates hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options, units or any other entitlement to Shares (or cash) awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”).  The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.  The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of Employment, if different).  Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

The Company and its Affiliates will transfer Data internally as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.  These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States.  The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares (or cash) on the Participant’s behalf to a broker, escrow agent or other third party with whom the Participant may elect to deposit any Shares (or cash) acquired pursuant to the Plan.

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The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan, and (e) withdraw the Participant’s consent to the collection, processing or transfer of Data as provided hereunder (in which case, the Award will be null and void).  The Participant may seek to exercise these rights by contacting the Participant’s local Human Resources manager or the Company’s Human Resources Department.

10.Electronic Delivery.  The Company may, in its sole discretion, deliver by electronic means any documents related to current or future participation in the Plan.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

11.Non-competition and Non-solicitation.

11.1In consideration of the Award, the Participant agrees and covenants not to, without the explicit written permission of the Company’s General Counsel:

(a)work for, be employed or engaged by, or in any manner contribute his or her knowledge or services to, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity, any entity engaged in the same or similar business as the Company and its Affiliates during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused);

(b)directly or indirectly, solicit, hire, recruit, attempt to solicit, hire or recruit, or otherwise induce the termination of Employment of, any employee of the Company or its Affiliates, or assist any other person or entity to do any of the foregoing, during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused); or

(c)directly or indirectly, solicit, contact (including, but not limited to, by e-mail, regular mail, express mail, telephone, fax, or instant message), attempt to contact or meet with any of the then current customers of the Company or any of its Affiliates for purposes of offering, accepting or delivering any goods or services similar to or competitive with those currently offered by the Company or any of its Affiliates, or known by the Participant to be in development by the Company or any of its Affiliates, during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused).

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11.2In the event of a breach of any of the covenants contained in Section 11.1:

(a)any unvested or unearned portion of the PSUs or Earned Stock Units will be forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this Agreement or the Plan; and

(b)the Participant hereby consents and agrees that the Company will be entitled to a temporary restraining order and preliminary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, and to an award of its reasonable attorney’s fees incurred in securing such relief.  The aforementioned equitable relief will be in addition to, and not in lieu of, any legal remedies, monetary damages or other available forms of relief.

11.3Provisions of this Agreement will survive any termination of this Agreement or the expiration or settlement of the PSUs if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, the obligations of the Participant under this Section 11 and the provisions of Section 12 below.

12.Recovery of Compensation.  The PSUs, the Earned Stock Units, any Shares (or cash) delivered hereunder and any gains realized or other amounts in respect of such PSUs or Earned Stock Units will be subject to recoupment by the Company to the extent required to comply with applicable laws, rules or regulations, the rules of the stock exchange on which the Stock is traded and/or any Company clawback policy, as may be in effect and amended, from time to time.

13.Notices.  Any notice required to be delivered to the Company under this Agreement will be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices.  Any notice required to be delivered to the Participant under this Agreement will be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company.  Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

14.Governing Law.  This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

15.Interpretation.  Any dispute regarding the interpretation of this Agreement will be submitted by the Participant or the Company to the Administrator for review.  The resolution of such dispute by the Administrator will be final and binding on the Participant and the Company.

16.Successors and Assigns.  The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors or administrators.

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17.Severability.  The invalidity or unenforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law.

18.Nature of the Award.  By entering into this Agreement and accepting the Award, the Participant acknowledges that:

(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, suspended or terminated by the Company, in its sole discretion, at any time as provided in the Plan;

(b)the grant of this Award is a discretionary one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards;

(c)all determinations with respect to any such future grants, including, but not limited to, the times when awards will be granted, the form of awards, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company;

(d)the Participant’s participation in the Plan is voluntary;

(e)the value of this Award is an extraordinary item which is outside the scope of the Participant’s employment contract, if any;

(f)this Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, welfare, insurance, pension or retirement benefits or similar payments;

(g)the future value of the Shares subject to this Award is unknown and cannot be predicted with certainty;

(h)neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation, where applicable, between the Participant’s local currency and the United States dollar that may affect the value of the PSUs or of any amounts due to the Participant pursuant to the settlement of the Earned Stock Units or the subsequent sale of any Shares acquired upon settlement;

(i)neither the Plan, this Award nor the issuance of the Shares will (1) confer upon the Participant any right to continue in the employ of (or any other relationship with) the Employer, (2) alter in any way the Participant’s current Employment relationship with the Employer, or (3) limit in any respect the right of the Employer to terminate the Participant’s Employment or other relationship with the Employer, at any time;

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(j)in the event that the Participant is not a direct employee of the Company, the grant of this Award will not be interpreted to form an Employment relationship with the Company; and furthermore, the grant of this Award will not be interpreted to form an employment contract with the Employer, the Company or any Affiliate.  For the avoidance of doubt, language relating to termination for “Cause” or “not-for-Cause” pertains solely to the opportunity to be granted PSUs and to vest and earn the PSUs as provided in this Agreement, and does not require the Company or the Employer to establish “Cause” for the termination of the Participant’s Employment;

(k)in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the PSUs or diminution in value of the PSUs or Shares acquired upon vesting of the Earned Stock Units resulting from termination of the Participant’s Employment or service (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

(l)in the event of termination of the Participant’s Employment or service (whether or not in breach of local labor laws), the Participant’s right to receive the PSUs and vest in the Earned Stock Units under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active Employment or service would not include a period of “garden leave” or similar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively employed or providing service for purposes of the PSUs;

(m)neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares; and

(n)the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan or the PSUs.

19.Amendment.  The Administrator has the right to amend, alter, suspend, discontinue or cancel the PSUs prospectively or retroactively; provided, that, no such amendment will adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

20.Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to

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preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

21.Private Placement.  If the Participant is resident and/or employed outside of the United States, the Award is not intended to be a public offering of securities in the Participant’s country of residence (and country of Employment, if different).  The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Award is not subject to the supervision of the local securities authorities.

22.English Language.  If the Participant is resident and/or employed outside of the United States, the Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English.  If the Participant has received this Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

23.Addendum.  Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of Employment, if different), as set forth in the applicable Addendum to this Agreement.  Further, if the Participant transfers residence and/or Employment to another country reflected in an Addendum to this Agreement, the special terms and conditions for such country will apply to the Participant to the extent the Administrator determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan (or the Administrator may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  Any applicable Addendum shall constitute part of this Agreement.

24.Additional Requirements.  The Administrator reserves the right to impose other requirements on the Award, any payment made pursuant to the Award, and the Participant’s participation in the Plan, to the extent the Administrator determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan.  Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

25.Acceptance.  The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and provisions thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement.

[Remainder of page intentionally left blank]

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PARTICIPANT

By:	SIGNED BY ELECTRONIC SIGNATURE
	<<Participant Name>>

THE PARTICIPANT MUST ELECTRONICALLY ACCEPT THIS AWARD WITHIN NINETY (90) DAYS AFTER THE GRANT DATE.  IF THE AWARD IS NOT ACCEPTED BY THE NINETIETH (90TH) DAY AFTER THE GRANT DATE, IT WILL BE DEEMED REJECTED AND THE AWARD WILL BE NULL AND VOID.

BY ELECTRONICALLY ACCEPTING THE AWARD, THE PARTICIPANT AGREES THAT (i) SUCH ACCEPTANCE CONSTITUTES THE PARTICIPANT’S ELECTRONIC SIGNATURE IN EXECUTION OF THIS AGREEMENT; (ii) THE PARTICIPANT AGREES TO BE BOUND BY THE PROVISIONS OF THE PLAN, THE AGREEMENT AND THE ADDENDUM; (iii) THE PARTICIPANT HAS REVIEWED THE PLAN, THE AGREEMENT AND THE ADDENDUM IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE AWARD AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PLAN, THE AGREEMENT AND THE ADDENDUM; (iv) THE PARTICIPANT HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE U.S. PROSPECTUS FOR THE PLAN AND THE TAX SUPPLEMENT TO THE U.S. PROSPECTUS FOR THE PARTICIPANT’S COUNTRY, IF APPLICABLE; AND (v) THE PARTICIPANT HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN, THE AGREEMENT AND THE ADDENDUM.

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ADDENDUM TO
PSU AWARD AGREEMENT

The Award is subject to the following additional terms and conditions as set forth in this addendum to the Agreement (the “Addendum”) to the extent the Participant resides and/or is employed in one of the countries addressed herein.  To the extent the Participant transfers residence and/or Employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to the Participant to the extent the Administrator determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations, or to facilitate the operation and administration of the Award and the Plan (or the Administrator may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement.

AUSTRALIA

1.Shareholder Approval Requirement.  To the extent the Participant is an individual whose termination benefits are subject to Sections 200 to 200J of the Corporations Act 2001, the Award is contingent upon the Company’s satisfaction of the shareholder approval requirements thereunder.  To the extent the Company does not or is unable to satisfy such requirements, the Award will be null and void, and the Participant will not have any claims against the Company to receive any payment or other benefits in lieu of the Award.

CANADA

1.Settlement in Shares.  Notwithstanding anything to the contrary in the Agreement or the Plan, the Award shall be settled only in Shares (and may not be settled in the form of a cash payment).

2.Use of English Language.  If the Participant is a resident of Quebec, by accepting the PSUs, the Participant acknowledges and agrees that it is the Participant’s wish that the Agreement, this Addendum, as well as all other documents, notices and legal proceedings entered into, given or instituted pursuant to the PSUs, either directly or indirectly, be drawn up in English.

Utilisation de l’anglais.  Si le Participant est un résident du Québec, en acceptant les Droits sur des Actions Liés à la Performance, le Participant reconnaît et accepte avoir requis que le Contrat, la présente Annexe, ainsi que tous autres documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu des, ou liés directement ou indirectement aux, présents Droits sur des Actions Liés à la Performance soient rédigés en anglais.

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EX-10.4

Exhibit 10.4

RSU — 5(BOD)

GREEN MOUNTAIN COFFEE ROASTERS, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit (“RSU”) Award Agreement (this “Agreement”) is made and entered into as of [·] (the “Grant Date”) by and between Green Mountain Coffee Roasters, Inc. (the “Company”) and [·] (the “Participant”).  This Agreement pertains to an award of RSUs pursuant to the terms of the Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”).

Participant:	<<Participant Name>>
Grant Date:	<<Grant Date>>
Number of RSUs Granted:	<<[·]>>
Vesting:	The Award is fully vested as of the Grant Date.

1.Grant of RSUs.  The Company hereby grants to the Participant an award (the “Award”) consisting of the aggregate number of RSUs set forth above (the “Award”).  Each RSU represents the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and the Plan, one share of Stock of the Company (each, a “Share”, or together, the “Shares”).

2.Award Subject to Plan.  The Award is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. Except as otherwise specifically stated herein, in the event of any conflict between this Agreement and the Plan, the terms of the Plan will control.  Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them in the Plan.

3.Rights as Shareholder; Limits on Transfer.  Each RSU represents an unfunded and unsecured promise by the Company to deliver one Share to the Participant upon vesting of the RSU.  The Participant will not have any rights of a shareholder with respect to any RSU (including any voting rights or rights with respect to dividends) unless and until the RSU vests and is settled by the issuance of a Share.  Neither the RSUs nor the rights relating thereto may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant except upon the Participant’s death to a beneficiary designated in writing by the Participant in accordance with procedures established by the Administrator or, if none, to the person to whom the RSUs pass by will or the laws of descent and distribution.

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4.Stock Ownership Guidelines. The Award is subject to the Company’s separate Equity Ownership Guidelines (or other such stock ownership policy) as may be in effect and amended from time to time.

5.Settlement.

5.1Subject to Sections 4 and 6 hereof, promptly following the Grant Date, and in any event no later than sixty (60) days following such Grant Date, the Company will (a) issue and deliver to the Participant the number of Shares equal to the applicable number of RSUs that vested on the Grant Date; and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Shares so delivered to the Participant.  No fractional shares will be issued under this Agreement.

5.2Notwithstanding Section 5.1, if the Participant is resident outside of the United States, the Company, in its sole discretion, may provide for the settlement of the RSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant or the Company to obtain the approval of any governmental or regulatory body in the Participant’s country of residence, (3) would result in adverse tax consequences for the Participant or the Company or (4) is administratively burdensome; or (ii) Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of service to comply with local law, rules and/or regulations (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

6.Tax Liability; Withholding; Section 409A.

6.1Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax—related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax—Related Items legally due by the Participant is and remains the Participant’s responsibility, and that the Company: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting or settlement of the RSUs, the subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends or dividend equivalents; and (b) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

Unless otherwise determined by the Administrator, at the time of settlement, the Company will have the right to deduct from any compensation / fees paid to the Participant pursuant to this Agreement or otherwise, the amount of any required withholding or other applicable taxes in respect of the RSUs, including upon the vesting and/or settlement of the RSUs, and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding or other applicable taxes.  The Company also may satisfy any withholding obligation by withholding Shares from the Shares otherwise

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deliverable to the Participant as a result of the vesting and settlement of the RSUs (or, in the case of RSUs settled in cash, a portion of the cash proceeds); provided, however, that no Shares will be withheld with a value exceeding the minimum amount of tax required to be withheld by law (as determined by the Administrator in good faith and in its sole discretion).  Furthermore, the Company may, on behalf of the Participant, sell a sufficient number of whole Shares issued upon settlement of the RSUs having an aggregate value that would satisfy any withholding obligation (in which case, the Participant hereby agrees that the Company has the authority to issue sale instructions on the Participant’s behalf).

In the event the withholding requirements are not satisfied through the methods described herein, no Shares (or cash) will be issued in settlement of the RSUs unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Participant with respect to the payment of any Tax—Related Items.  If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.  By accepting this grant of RSUs, the Participant expressly consents to the withholding methods as provided for hereunder.  All other Tax-Related Items related to the RSUs and any Shares or cash delivered in payment thereof are the Participant’s sole responsibility.

6.2This Agreement is intended to comply with Section 409A or an exemption thereunder, and will be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event will the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

6.3If the Participant is determined to be a “specified employee” within the meaning of Section 409A, and the U.S. Treasury regulations thereunder, as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the U.S. Treasury regulations thereunder, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, the settlement and delivery of any Shares hereunder upon such separation from service will be delayed until the earlier of (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death.  For purposes of this Agreement, all references to “termination of service” and correlative phrases will be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the U.S. Treasury regulations after giving effect to the presumptions contained therein).

7.Compliance with Law; Repatriation.

7.1The Award granted hereunder and the issuance and transfer of the Shares is contingent upon and subject to compliance by the Company and the Participant with all applicable requirements of federal, state and non-U.S. securities laws and with all applicable requirements

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of any stock exchange on which the Stock may be listed.  In the event such requirements are not met, the Award may be declared null and void and the Participant will not have any claims against the Company to receive any payment or other benefits in lieu of the Award.  Further, no shares of Stock will be issued or transferred unless and until any then applicable requirements of federal, state and non-U.S. laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

7.2As a condition of this Award, the Participant agrees to repatriate all payments attributable to the RSUs in accordance with local foreign exchange rules and regulations in the Participant’s country of residence.  In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company, as may be required to allow the Company to comply with local laws, rules and regulations in the Participant’s country of residence.  Finally, the Participant agrees to take any and all actions that may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence.

8.Consent to Collection/Processing/Transfer of Personal Data.  Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of the RSUs and participation of the Participant in the Plan.  The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan.  As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company holds certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs, options or any other entitlement to Shares (or cash) awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”).  The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.  The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence.  Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for

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purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

The Company will transfer Data internally as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.  These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States.  The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares (or cash) on the Participant’s behalf to a broker, escrow agent or other third party with whom the Participant may elect to deposit any Shares (or cash) acquired pursuant to the Plan.

The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan, and (e) withdraw the Participant’s consent to the collection, processing or transfer of Data as provided hereunder (in which case, the Award will be null and void).  The Participant may seek to exercise these rights by contacting the Secretary of the Company.

9.Electronic Delivery.  The Company may, in its sole discretion, deliver by electronic means any documents related to current or future participation in the Plan. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

10.Recovery of Compensation. The RSUs, any Shares issued or delivered hereunder and any gains realized or other amounts in respect of such RSUs will be subject to recoupment by the Company to the extent required to comply with applicable laws, rules or regulations, the rules of the stock exchange on which the Stock is traded and/or any Company clawback policy, as may be in effect and amended, from time to time.

11.Notices. Any notice required to be delivered to the Company under this Agreement will be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement will be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

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12.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

13.Interpretation. Any dispute regarding the interpretation of this Agreement will be submitted by the Participant or the Company to the Administrator for review. The resolution of such dispute by the Administrator will be final and binding on the Participant and the Company.

14.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors or administrators.

15.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law.

16.Nature of the Award.  By entering into this Agreement and accepting the Award, the Participant acknowledges that:

(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, suspended or terminated by the Company, in its sole discretion, at any time as provided in the Plan;

(b)the grant of this Award is a discretionary one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards;

(c)all determinations with respect to any such future grants, including, but not limited to, the times when awards will be granted, the form of awards, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company;

(d)the Participant’s participation in the Plan is voluntary;

(e)the value of this Award is an extraordinary item which is outside the scope of the Participant’s services contract, if any;

(f)this Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, welfare, insurance, pension or retirement benefits or similar payments;

(g)the future value of the Shares subject to this Award is unknown and cannot be predicted with certainty;

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(h)the Company shall not be liable for any foreign exchange rate fluctuation, where applicable, between the Participant’s local currency and the United States dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;

(i)neither the Plan, this Award nor the issuance of the Shares will (1) confer upon the Participant any right to continue in a service relationship with the Company or (2) limit in any respect the right of the Company to terminate the Participant’s service relationship with the Company;

(j)in the event that the Participant is not a direct employee of the Company, the grant of this Award will not be interpreted to form an employment relationship with the Company;

(k)in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon vesting of the RSUs resulting from termination of the Participant’s service (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

(l)in the event of termination of the Participant’s service (whether or not in breach of local labor laws), the Participant’s right to receive the RSUs and vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing service; the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of the RSUs;

(m)the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares; and

(n)the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan or the RSUs.

17.Amendment. The Administrator has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that, no such amendment will adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

18.Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to

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preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

19.Private Placement.  If the Participant is resident outside of the United States, the Award is not intended to be a public offering of securities in the Participant’s country of residence.  The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Award is not subject to the supervision of the local securities authorities.

20.English Language.  If the Participant is resident outside of the United States, the Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English.  If the Participant has received this Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

21.Addendum.  Notwithstanding any provisions of this Agreement to the contrary, the Award may be subject to any special terms and conditions for the Participant’s country of residence, as may be set forth in an applicable addendum to this Agreement. Any applicable addendum shall constitute part of this Agreement.

22.Additional Requirements.  The Administrator reserves the right to impose other requirements on the Award, any payment made pursuant to the Award, and the Participant’s participation in the Plan, to the extent the Administrator determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan.  Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

23.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Award subject to all of the terms and conditions of the Plan and this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Company and the Participant have executed and delivered this Agreement effective as of the date and year first above written.

GREEN MOUNTAIN COFFEE
ROASTERS, INC.
By:
	A.D. David MacKay
	Chair of the Compensation and
	Organizational Development Committee
PARTICIPANT
By:	SIGNED BY ELECTRONIC SIGNATURE
	<<Participant Name>>

THE PARTICIPANT MUST ELECTRONICALLY ACCEPT THIS AWARD WITHIN SIXTY (60) DAYS AFTER THE GRANT DATE.  IF THE AWARD IS NOT ACCEPTED BY THE SIXTIETH (60TH) DAY AFTER THE GRANT DATE, IT WILL BE DEEMED REJECTED AND THE AWARD WILL BE NULL AND VOID.

BY ELECTRONICALLY ACCEPTING THE AWARD, THE PARTICIPANT AGREES THAT (i) SUCH ACCEPTANCE CONSTITUTES THE PARTICIPANT’S ELECTRONIC SIGNATURE IN EXECUTION OF THIS AGREEMENT; (ii) THE PARTICIPANT AGREES TO BE BOUND BY THE PROVISIONS OF THE PLAN AND THE AGREEMENT; (iii) THE PARTICIPANT HAS REVIEWED THE PLAN AND THE AGREEMENT IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE AWARD AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PLAN AND THE AGREEMENT; (iv) THE PARTICIPANT HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE U.S. PROSPECTUS FOR THE PLAN AND (v) THE PARTICIPANT HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN AND THE AGREEMENT.

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EX-10.5

Exhibit 10.5

(2-RSU-2)

GREEN MOUNTAIN COFFEE ROASTERS, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit (“RSU”) Award Agreement (this “Agreement”) is made and entered into as of [·] (the “Grant Date”) by and between Green Mountain Coffee Roasters, Inc. (the “Company”) and [·] (the “Participant”).  This Agreement pertains to an award of RSUs pursuant to the terms of the Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”).

Participant:	<<Participant Name>>
Grant Date:	<<Grant Date>>
Number of RSUs Granted:	<<[·]>>
Vesting Schedule:	Subject to Section 4 of this Agreement, this Award will vest according to the following schedule: ·25% of the RSUs will vest on the first anniversary of the Grant Date; ·25% of the RSUs will vest on the second anniversary of the Grant Date; ·25% of the RSUs will vest on the third anniversary of the Grant Date; and ·25% of the RSUs will vest on the fourth anniversary of the Grant Date.

1.Grant of RSUs.  The Company hereby grants to the Participant an award consisting of the aggregate number of RSUs set forth above (the “Award”).  Each RSU represents the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and the Plan, one share of Stock of the Company (each, a “Share”, or together, the “Shares”).

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2.Award Subject to Plan.  The Award is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  Except as otherwise specifically stated herein, in the event of any conflict between this Agreement and the Plan, the terms of the Plan will control.  Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them in the Plan.  For purposes of this Agreement, “Employer” means the entity (the Company or the Affiliate) that employs the Participant on the applicable date.

3.Rights as Shareholder; Limits on Transfer.  Each RSU represents an unfunded and unsecured promise by the Company to deliver one Share to the Participant upon vesting of the RSU.  The Participant will not have any rights of a shareholder with respect to any RSU (including any voting rights or rights with respect to dividends) unless and until the RSU vests and is settled by the issuance of a Share.  Neither the RSUs nor the rights relating thereto may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant except upon the Participant’s death to a beneficiary designated in writing by the Participant in accordance with procedures established by the Administrator or, if none, to the person to whom the RSU passes by will or the laws of descent and distribution.

4.Vesting Periods; Vesting; Effect of Termination of Employment.

4.1The RSUs, unless earlier terminated or forfeited as provided herein or in the Plan, will have four (4) vesting periods, each starting on the Grant Date and ending on an anniversary of the Grant Date, either the first, second, third or fourth anniversary thereafter (each, a “Vesting Period” or collectively, “Vesting Periods”).  Provided that the Participant remains in continuous Employment through the applicable vesting date, the RSUs will become vested with respect to twenty-five percent (25%) of the RSUs on each anniversary of the Grant Date described above (each, a “Vesting Date”) until the RSUs are one hundred percent (100%) vested on the last Vesting Date, that is, the fourth anniversary of the Grant Date.

4.2Notwithstanding the foregoing vesting schedule, and subject to compliance with Section 10, the following provisions will apply:

(a)Termination upon Participant’s Death.  If the Participant’s Employment terminates as a result of the Participant’s death, any then unvested RSUs will immediately vest.

(b)Termination upon Participant’s Retirement.  If a Retirement-Eligible Participant’s Employment terminates for any reason other than death, disability within the meaning of Section 4.2(e) of this Agreement or a termination for Cause, (“Retirement”), any then unvested RSUs will immediately vest.  For purposes of this Agreement, a Participant will be considered a “Retirement-Eligible Participant” from and after the earliest date, if any, on which the Participant either (i) is at least fifty-five (55) years of age and has at least fifteen (15) years of service with the Company or any Affiliate of the Company (counting service with any entity that is an Affiliate of the Company only during such periods as it is an Affiliate of the Company, except as the Administrator may otherwise determine) (“retirement-eligibility service”), or (ii) is at least sixty (60) years of age and has at least five (5) years of retirement-eligibility service.

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(c)Termination upon Participant’s Involuntary Termination Not-for-Cause.  If the Employment of a Participant who is not a Retirement-Eligible Participant terminates as a result of the Participant’s involuntary termination not-for-Cause, a number of RSUs that are unvested as of the date of such termination will immediately vest in an amount equal to (i) the product obtained by multiplying (A) the total number of RSUs granted under this Agreement by (B) a fraction, the numerator of which is the number of days in the period beginning on the Grant Date and ending on the six-month anniversary of the date of such termination of Employment, and the denominator of which is the number of days in the period beginning on the Grant Date and ending on the fourth anniversary of the Grant Date, minus (ii) the number of RSUs that had vested pursuant to the vesting schedule set forth in Section 4.1 as of the date of termination.  Any unvested RSUs that do not vest after application of the preceding sentence will be immediately forfeited upon the effective date of such termination without any payment or consideration due by the Company or any Affiliate.

(d)Termination upon Participant’s Voluntary Termination or for Cause.  If the Employment of a Participant who is not a Retirement-Eligible Participant terminates due to the Participant’s voluntary termination or if the Employment of the Participant (whether or not a Retirement-Eligible Participant) is terminated by the Employer for Cause, any then unvested RSUs will be immediately forfeited upon the effective date of such termination without any payment or consideration by the Company.  For purposes of this Agreement, other than Section 4.2(f) and the definition of “Qualifying Termination,” “Cause” has the meaning, if any, ascribed to it in an employment agreement between the Participant and the Employer in effect on the date the Participant terminates Employment or, if no such definition exists, means any or any combination of the following: (i) commission by the Participant of a crime involving moral turpitude, or of a felony; (ii) gross neglect by the Participant of his or her duties (other than as a result of incapacity resulting from physical or mental illness or injury) that continues for thirty (30) days after the Employer gives written notice to the Participant thereof; or (iii) an act of dishonesty or breach of faith in the conduct by the Participant of his or her duties for the Employer that is materially injurious to the Employer.

(e)Vesting due to Disability.  If the Participant becomes disabled, any then unvested RSUs will immediately vest as of the date the Participant becomes disabled.  For purposes of this Agreement, a Participant will be considered “disabled” at such time as the Administrator determines that the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three (3) months under an Employer long-term disability plan.

(f)Change in Control.  In the event a Participant who is not a Retirement-Eligible Participant experiences a “Qualifying Termination” as defined in the Company’s 2008 Change-in-Control Severance Benefit Plan as amended from time to time and as in effect on the date of termination (the “CIC Severance Plan”), any unvested RSUs will become fully vested in

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accordance with the terms of the CIC Severance Plan; it being understood that if the Participant is a Retirement-Eligible Participant at the time of a Qualifying Termination, the RSUs will be treated as provided for in Section 4.2(b) above.

5.Settlement.

5.1Subject to Section 6 hereof, promptly following the applicable Vesting Date and in any event no later than sixty (60) days following such Vesting Date, the Company will (a) issue and deliver to the Participant the number of Shares equal to the applicable number of RSUs that vested on such Vesting Date; and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Shares so delivered to the Participant.  No fractional shares will be issued under this Agreement.

5.2Notwithstanding Section 5.1, if the Participant is resident or employed outside of the United States, the Company, in its sole discretion, may provide for the settlement of the RSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant, the Company or an Affiliate to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of Employment, if different), (3) would result in adverse tax consequences for the Participant, the Company or an Affiliate or (4) is administratively burdensome; or (ii) Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of Employment to comply with local law, rules and/or regulations (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

6.Tax Liability; Withholding; Section 409A.

6.1Regardless of any action the Company or Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax—related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax—Related Items legally due by the Participant is and remains the Participant’s responsibility, and that the Company and Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting or settlement of the RSUs, the subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

Unless otherwise determined by the Administrator, at the time of settlement, the Company and Employer will have the right to deduct from any compensation paid to the Participant pursuant to this Agreement or otherwise, the amount of any required withholding or other applicable taxes in respect of the RSUs, including upon the vesting and/or settlement of the RSUs, and to take all such other action as the Administrator deems necessary to satisfy all

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obligations for the payment of such withholding or other applicable taxes.  The Company also may satisfy any withholding obligation by withholding Shares from the Shares otherwise deliverable to the Participant as a result of the vesting and settlement of the RSUs (or, in the case of RSUs settled in cash, a portion of the cash proceeds); provided, however, that no Shares will be withheld with a value exceeding the minimum amount of tax required to be withheld by law (as determined by the Administrator in good faith and in its sole discretion).  Furthermore, the Company may, on behalf of the Participant, sell a sufficient number of whole Shares issued upon settlement of the RSUs having an aggregate value that would satisfy any withholding obligation (in which case, the Participant hereby agrees that the Company has the authority to issue sale instructions on the Participant’s behalf).

In the event the withholding requirements are not satisfied through the methods described herein, no Shares (or cash) will be issued in settlement of the RSUs unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Participant with respect to the payment of any Tax—Related Items.  If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company, the Employer or another Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.  By accepting this grant of RSUs, the Participant expressly consents to the withholding methods as provided for hereunder.  All other Tax-Related Items related to the RSUs and any Shares or cash delivered in payment thereof are the Participant’s sole responsibility.

6.2This Agreement is intended to comply with Section 409A or an exemption thereunder, and will be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event will the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

6.3If the Participant is determined to be a “specified employee” within the meaning of Section 409A, and the U.S. Treasury regulations thereunder, as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the U.S. Treasury regulations thereunder, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, the settlement and delivery of any Shares hereunder upon such separation from service will be delayed until the earlier of (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death.  For purposes of this Agreement, all references to “termination of Employment” and correlative phrases will be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the U.S. Treasury regulations after giving effect to the presumptions contained therein).

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7.Compliance with Law; Repatriation.

7.1The Award granted hereunder and the issuance and transfer of the Shares is contingent upon and subject to compliance by the Company and the Participant with all applicable requirements of federal, state and non-U.S. securities laws and with all applicable requirements of any stock exchange on which the Stock may be listed. In the event such requirements are not met, the Award may be declared null and void and the Participant will not have any claims against the Company or any Affiliate to receive any payment or other benefits in lieu of the Award. Further, no shares of Stock will be issued or transferred unless and until any then applicable requirements of federal, state and non-U.S. laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

7.2As a condition of this Award, the Participant agrees to repatriate all payments attributable to the RSUs in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of Employment, if different).  In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and Employer, as may be required to allow the Company and Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of Employment, if different).  Finally, the Participant agrees to take any and all actions that may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of Employment, if different).

8.Consent to Collection/Processing/Transfer of Personal Data.  Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of the RSUs and participation of the Participant in the Plan.  The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan.  As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and its Affiliates hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options, units or any other entitlement to Shares (or cash) awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”).  The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.  The Data processing will take place through electronic and non-electronic means according to logics and procedures

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strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of Employment, if different).  Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

The Company and its Affiliates will transfer Data internally as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.  These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States.  The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares (or cash) on the Participant’s behalf to a broker, escrow agent or other third party with whom the Participant may elect to deposit any Shares (or cash) acquired pursuant to the Plan.

The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan, and (e) withdraw the Participant’s consent to the collection, processing or transfer of Data as provided hereunder (in which case, the Award will be null and void).  The Participant may seek to exercise these rights by contacting the Participant’s local Human Resources manager or the Company’s Human Resources Department.

9.Electronic Delivery.  The Company may, in its sole discretion, deliver by electronic means any documents related to current or future participation in the Plan.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

10.Non-competition and Non-solicitation.

10.1In consideration of the Award, the Participant agrees and covenants not to, without the explicit written permission of the Company’s General Counsel:

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(a)work for, be employed or engaged by, or in any manner contribute his or her knowledge or services to, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity any entity engaged in the same or similar business as the Company and its Affiliates during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused);

(b)directly or indirectly, solicit, hire, recruit, attempt to solicit, hire or recruit, or otherwise induce the termination of Employment of any employee of the Company or its Affiliates or assist any other person or entity to do any of the foregoing, during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused); or

(c)directly or indirectly, solicit, contact (including, but not limited to, by e-mail, regular mail, express mail, telephone, fax, or instant message), attempt to contact or meet with any of the then current customers of the Company or any of its Affiliates for purposes of offering, accepting or delivering any goods or services similar to or competitive with those currently offered by the Company or any of its Affiliates, or known by the Participant to be in development by the Company or any of its Affiliates, during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused).

10.2In the event of a breach of any of the covenants contained in Section 10.1:

(a)any unvested portion of the RSUs will be forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this Agreement or the Plan; and

(b)the Participant hereby consents and agrees that the Company will be entitled to a temporary restraining order and preliminary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, and to an award of its reasonable attorney’s fees incurred in securing such relief. The aforementioned equitable relief will be in addition to, and not in lieu of, any legal remedies, monetary damages or other available forms of relief.

10.3Provisions of this Agreement will survive any termination of this Agreement or the settlement of the RSUs if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, the obligations of the Participant under this Section 10 and the provisions of Section 11 below.

11.Recovery of Compensation. The RSUs, any Shares (or cash) delivered hereunder and any gains realized or other amounts in respect of such RSUs will be subject to recoupment by the

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Company to the extent required to comply with applicable laws, rules or regulations, the rules of the stock exchange on which the Stock is traded and/or any Company clawback policy, as may be in effect and amended, from time to time.

12.Notices. Any notice required to be delivered to the Company under this Agreement will be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement will be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

13.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

14.Interpretation. Any dispute regarding the interpretation of this Agreement will be submitted by the Participant or the Company to the Administrator for review. The resolution of such dispute by the Administrator will be final and binding on the Participant and the Company.

15.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors or administrators.

16.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law.

17.Nature of the Award.  By entering into this Agreement and accepting the Award, the Participant acknowledges that:

(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, suspended or terminated by the Company, in its sole discretion, at any time as provided in the Plan;

(b)the grant of this Award is a discretionary one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards;

(c)all determinations with respect to any such future grants, including, but not limited to, the times when awards will be granted, the form of awards, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company;

(d)the Participant’s participation in the Plan is voluntary;

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(e)the value of this Award is an extraordinary item which is outside the scope of the Participant’s employment contract, if any;

(f)this Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, welfare, insurance, pension or retirement benefits or similar payments;

(g)the future value of the Shares subject to this Award is unknown and cannot be predicted with certainty;

(h)neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation, where applicable, between the Participant’s local currency and the United States dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;

(i)neither the Plan, this Award nor the issuance of the Shares will (1) confer upon the Participant any right to continue in the employ of (or any other relationship with) the Employer, (2) alter in any way the Participant’s current Employment relationship with the Employer, or (3) limit in any respect the right of the Employer to terminate the Participant’s Employment or other relationship with the Employer, at any time;

(j)in the event that the Participant is not a direct employee of the Company, the grant of this Award will not be interpreted to form an Employment relationship with the Company; and furthermore, the grant of this Award will not be interpreted to form an employment contract with the Employer, the Company or any Affiliate.  For the avoidance of doubt, language relating to termination for “Cause” or “not-for-Cause” pertains solely to the opportunity to be granted RSUs and vest in the RSUs as provided in this Agreement, and does not require the Company or Employer to establish “Cause” for the termination of the Participant’s Employment;

(k)in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon vesting of the RSUs resulting from termination of the Participant’s Employment or service (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

(l)in the event of termination of the Participant’s Employment or service (whether or not in breach of local labor laws), the Participant’s right to receive the RSUs and vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active Employment or service would not include a period of

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“garden leave” or similar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively employed or providing service for purposes of the RSUs;

(m)neither the Company nor the Employer is providing any tax, legal or financial advice, nor is the Company or Employer making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares; and

(n)the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan or the RSUs.

18.Amendment.  The Administrator has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that, no such amendment will adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

19.Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

20.Private Placement.  If the Participant is resident and/or employed outside of the United States, the Award is not intended to be a public offering of securities in the Participant’s country of residence (and country of Employment, if different).  The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Award is not subject to the supervision of the local securities authorities.

21.English Language.  If the Participant is resident and/or employed outside of the United States, the Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English.  If the Participant has received this Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

22.Addendum.  Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of Employment, if different), as set forth in the applicable Addendum to this Agreement.  Further, if the Participant transfers residence and/or Employment to another country reflected in an Addendum to this Agreement, the special terms and conditions for such country will apply to

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the Participant to the extent the Administrator determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan (or the Administrator may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  Any applicable Addendum shall constitute part of this Agreement.

23.Additional Requirements.  The Administrator reserves the right to impose other requirements on the Award, any payment made pursuant to the Award, and the Participant’s participation in the Plan, to the extent the Administrator determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan.  Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

24.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and provisions thereof, and accepts the Award subject to all of the terms and conditions of the Plan and this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Participant have executed and delivered this Agreement effective as of the date and year first above written.

GREEN MOUNTAIN COFFEE
ROASTERS, INC.
By:
	Linda Longo-Kazanova
	Chief Human Resources Officer
PARTICIPANT
By:	SIGNED BY ELECTRONIC SIGNATURE
	<<Participant Name>>

THE PARTICIPANT MUST ELECTRONICALLY ACCEPT THIS AWARD WITHIN NINETY (90) DAYS AFTER THE GRANT DATE.  IF THE AWARD IS NOT ACCEPTED BY THE NINETIETH (90TH) DAY AFTER THE GRANT DATE, IT WILL BE DEEMED REJECTED AND THE AWARD WILL BE NULL AND VOID.

BY ELECTRONICALLY ACCEPTING THE AWARD, THE PARTICIPANT AGREES THAT (i) SUCH ACCEPTANCE CONSTITUTES THE PARTICIPANT’S ELECTRONIC SIGNATURE IN EXECUTION OF THIS AGREEMENT; (ii) THE PARTICIPANT AGREES TO BE BOUND BY THE PROVISIONS OF THE PLAN, THE AGREEMENT AND THE ADDENDUM; (iii) THE PARTICIPANT HAS REVIEWED THE PLAN, THE AGREEMENT AND THE ADDENDUM IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE AWARD AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PLAN, THE AGREEMENT AND THE ADDENDUM; (iv) THE PARTICIPANT HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE U.S. PROSPECTUS FOR THE PLAN AND THE TAX SUPPLEMENT TO THE U.S. PROSPECTUS FOR THE PARTICIPANT’S COUNTRY, IF APPLICABLE; AND (v) THE PARTICIPANT HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN, THE AGREEMENT AND THE ADDENDUM.

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ADDENDUM TO

RSU AWARD AGREEMENT

The Award is subject to the following additional terms and conditions as set forth in this addendum to the Agreement (the “Addendum”) to the extent the Participant resides and/or is employed in one of the countries addressed herein.  To the extent the Participant transfers residence and/or Employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to the Participant to the extent the Administrator determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations, or to facilitate the operation and administration of the Award and the Plan (or the Administrator may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement.

AUSTRALIA

1.Shareholder Approval Requirement.  To the extent the Participant is an individual whose termination benefits are subject to Sections 200 to 200J of the Corporations Act 2001, the Award is contingent upon the Company’s satisfaction of the shareholder approval requirements thereunder.  To the extent the Company does not or is unable to satisfy such requirements, the Award will be null and void, and the Participant will not have any claims against the Company to receive any payment or other benefits in lieu of the Award.

CANADA

1.Settlement in Shares.  Notwithstanding anything to the contrary in the Agreement or the Plan, the Award shall be settled only in Shares (and may not be settled in the form of a cash payment).

2.Use of English Language.  If the Participant is a resident of Quebec, by accepting the RSUs, the Participant acknowledges and agrees that it is the Participant’s wish that the Agreement, this Addendum, as well as all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, either directly or indirectly, be drawn up in English.

Utilisation de l’anglais.  Si le Participant est un résident du Québec, en acceptant les Droits sur des Actions Assujettis à des Restrictions, le Participant reconnaît et accepte avoir requis que le Contrat, la présente Annexe, ainsi que tous autres documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu des, ou liés directement ou indirectement aux, présents Droits sur des Actions Assujettis à des Restrictions soient rédigés en anglais.

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EX-10.6

Exhibit 10.6

Option - 2

GREEN MOUNTAIN COFFEE ROASTERS, INC.

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

This Stock Option Agreement (this “Agreement”) is made and entered into as of [·] (the “Grant Date”) by and between Green Mountain Coffee Roasters, Inc. (the “Company”) and [·] (the “Participant”), pursuant to the terms of the Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”).

Participant:	<<Participant Name>>
Grant Date:	<<Grant Date>>
Expiration Date:	<<Expiration Date>> (the “Expiration Date”)
Exercise Price per Share:	$<<[·]>> (the “Exercise Price”)
Number of Shares of Stock Subject to the Option:	<<[·]>>
Type of Option:	Nonqualified Stock Option
Vesting Schedule:	Subject to Section 4 of this Agreement, the Option will vest according to the following schedule: ·25% of the Option will vest on the first anniversary of the Grant Date; ·25% of the Option will vest on the second anniversary of the Grant Date; ·25% of the Option will vest on the third anniversary of the Grant Date; and ·25% of the Option will vest on the fourth anniversary of the Grant Date.

1.Grant of Option.

1.1Grant; Type of Option.  The Company hereby grants to the Participant an award (the “Award”) consisting of an option to purchase, pursuant the terms provided in this Agreement and the Plan, up to the total number of shares of Stock (“Shares”) set forth above, at the Exercise Price set forth above (the “Option”).  The Option is intended to be, and is hereby designated, a nonqualified Stock Option, that is, a Stock Option that does not qualify as an incentive stock option under Section 422.

1.2Expiration.  The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.

2.Award Subject to Plan.  The Award is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  Except as otherwise specifically stated herein, in the event of any conflict between this Agreement and the Plan, the terms of the Plan will control.  Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them in the Plan.  For purposes of this Agreement, “Employer” means the entity (the Company or the Affiliate) that employs the Participant on the applicable date.

3.Rights as Shareholder; Limits on Transfer, Exercise.  The Participant will not have any rights of a shareholder with respect to the Option or underlying Shares (including any voting rights or rights with respect to dividends) unless and until and only to the extent the Option is exercised and is settled by the issuance of Shares.  Neither the Option nor the rights relating thereto may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant except upon the Participant’s death to a beneficiary designated in writing by the Participant in accordance with procedures established by the Administrator, or if none, to the person to whom the Option passes by will or the laws of descent and distribution.  The Option is exercisable during the Participant’s lifetime only by him or her.  In the event that the Option is exercised by a person other than the Participant in the event of the Participant’s death or disability, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of such person to exercise the Option.

4.Vesting Periods; Vesting; Effect of Termination of Employment.

4.1The Option, unless earlier terminated or forfeited as provided herein or in the Plan, will have four (4) vesting periods, each starting on the Grant Date and ending on an anniversary of the Grant Date, either the first, second, third or fourth anniversary thereafter (each, a “Vesting Period” or collectively, “Vesting Periods”).  Provided that the Participant remains in continuous Employment through the applicable vesting date, the Option will become vested and exercisable with respect to twenty-five percent (25%) of the Shares set forth above on each anniversary of the Grant Date described above (each, a “Vesting Date”) until the Option is one hundred percent (100%) vested and exercisable on the last Vesting Date, that is, the fourth anniversary of the Grant Date.

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4.2Notwithstanding the foregoing vesting schedule, and subject to compliance with Section 11, the following provisions will apply:

(a)Termination upon Participant’s Death.  If the Participant’s Employment terminates as a result of the Participant’s death, any then unvested portion of the Option will immediately vest and become exercisable as of the date of the Participant’s death, and the Option will remain exercisable until the earlier of (i) the date that is one year following the date of the Participant’s death, or (ii) the Expiration Date.

(b)Termination upon Participant’s Retirement.  If a Retirement-Eligible Participant’s Employment terminates for any reason other than death, disability (within the meaning of Section 4.2(e) of this Agreement) or a termination for Cause (“Retirement”), any then unvested portion of the Option will immediately vest and become exercisable as of the date of the Participant’s Retirement.  The vested portion of the Option will remain exercisable until the earlier of (i) the date that is two (2) years following the date of the Participant’s Retirement or (ii) the Expiration Date.  For purposes of this Agreement, a Participant will be considered a “Retirement-Eligible Participant” from and after the earliest date, if any, on which the Participant either (i) is at least fifty-five (55) years of age and has at least fifteen (15) years of service with the Company or any Affiliate (counting service with any Affiliate only during such periods as it is an Affiliate of the Company, except as the Administrator may otherwise determine) (“retirement-eligibility service”), or (ii) is at least sixty (60) years of age and has at least five (5) years of retirement-eligibility service.

(c)Termination upon Participant’s Involuntary Termination Not-for-Cause.  If the Employment of a Participant who is not a Retirement-Eligible Participant terminates as a result of the Participant’s involuntary termination not-for-Cause, any portion of the Option that is vested as of the date of such termination of Employment will remain exercisable until the earlier of (i) the date that is one (1) year following the date of such termination of the Participant’s Employment or (ii) the Expiration Date.  In the event of such a termination of Employment, the portion, if any, of the Option that is unvested as of the date of such termination will immediately vest and become exercisable in an amount equal to (A) the product obtained by multiplying (x) the total number of Shares subject to the Option under this Agreement by (y) a fraction, the numerator of which is the number of days in the period beginning on the Grant Date and ending on the six-month anniversary of the date of such termination of Employment, and the denominator of which is the number of days in the period beginning on the Grant Date and ending on the fourth anniversary of the Grant Date, minus (B) the number of underlying Shares that have vested pursuant to the vesting schedule set forth in Section 4.1 as of the date of termination; and the portion of the Option that becomes so vested in accordance with this sentence will thereafter remain exercisable for the period of time set forth above in this Section 4.2(c).  Any portion of the Option that does not vest after application of the preceding sentence will be immediately forfeited upon the date of such termination without any payment or consideration due by the Company or any Affiliate.

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(d)Termination upon Participant’s Voluntary Termination or for Cause.  If the Employment of a Participant who is not a Retirement-Eligible Participant terminates due to the Participant’s voluntary termination or if the Employment of the Participant (whether or not a Retirement-Eligible Participant) is terminated by the Company for Cause, (i) any then unvested portion of the Option will be immediately forfeited upon the date of such termination without any payment or consideration due by the Company, and (ii) the portion, if any, of the Option that is vested on the date of such termination will remain exercisable until the earlier of (A) the date that is 90 days following the date of such termination, or (B) the Expiration Date.  For purposes of this Agreement, other than Section 4.2(f) and the definition of “Qualifying Termination,” “Cause” has the meaning, if any, ascribed to it in an employment agreement between the Participant and the Employer in effect on the date the Participant terminates Employment, or if no such definition exists, means any or any combination of the following: (i) commission by the Participant of a crime involving moral turpitude, or of a felony; (ii) gross neglect by the Participant of his or her duties (other than as a result of incapacity resulting from physical or mental illness or injury) that continues for thirty (30) days after the Employer gives written notice to the Participant thereof; or (iii) an act of dishonesty or breach of faith in the conduct by the Participant of his or her duties for the Employer that is materially injurious to the Employer.

(e)Vesting due to Disability.  If the Participant becomes disabled, any then unvested portion of the Option will immediately vest and become exercisable as of the date the Participant becomes disabled, and the Option will remain exercisable until the earlier of (i) the date that is one (1) year following the date the Participant became disabled, or (ii) the Expiration Date.  For purposes of this Agreement, a Participant will be considered “disabled” at such time as the Administrator determines that the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (A) unable to engage in any substantial gainful activity, or (B) receiving income replacement benefits for a period of not less than three (3) months under an Employer long-term disability plan.

(f)Change in Control.  In the event the Participant experiences a “Qualifying Termination” as defined in the Company’s 2008 Change-in-Control Severance Benefit Plan as amended from time to time and as in effect on the date of termination (the “CIC Severance Plan”), any then unvested portion of the Option will become fully vested and exercisable in accordance with the terms of the CIC Severance Plan.

5.Manner of Exercise.

5.1Election to Exercise.  To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or disability, the Participant’s beneficiary, administrator, heir or legatee, as the case may be) must (a) deliver to the Company a notice of intent to exercise in the manner designated by the Administrator; or (b) if the Participant is not subject to Section 16 of the Securities Exchange Act of 1934, as amended, elect to exercise the Option through use of the on-line service designated by the Company.

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5.2Payment of Exercise Price.  The entire Exercise Price of the portion of the Option being exercised will be payable in full at the time of exercise in the manner or manners provided below, to the extent permitted by applicable statutes and regulations:

(a)in cash or by certified or bank check (denominated in USD) at the time the Option is exercised;

(b)by delivery to the Company of other Shares, duly endorsed for transfer to the Company, with a fair market value on the date of delivery equal to the Exercise Price due for the number of Shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares that have a fair market value on the date of attestation equal to the Exercise Price due for the number of Shares being acquired and receives a number of Shares equal to the difference between the number of Shares thereby purchased and the number of identified attestation shares;

(c)through a “cashless exercise program” established with a broker acceptable to the Administrator;

(d)by any combination of the foregoing methods; or

(e)in any other form of legal consideration that may be acceptable to the Administrator.

Notwithstanding the foregoing, if the Participant is resident or employed outside the United States, the Administrator may require payment in a particular or different method of exercise, may allow the Participant to exercise the Option only by means of a cashless exercise (either a cashless “sell all” exercise and/or a cashless “sell to cover” exercise) as it shall determine in its sole discretion, or may require the Participant to sell any Shares immediately or within a specified period following termination of Employment (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

6.Settlement.  Subject to Section 7 hereof, provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company will issue Shares registered in the name of the Participant or the Participant’s authorized beneficiary (or estate, as applicable, in the event of the Participant’s death), and will deliver certificates representing the shares with the appropriate legends affixed thereto.

7.Tax Liability; Withholding.

7.1Regardless of any action the Company or Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility, and that the Company and Employer:

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(a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, the exercise of the Option, the subsequent sale of any Shares and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.

7.2Prior to the issuance of Shares upon the exercise of the Option, the Company and Employer will have the right to deduct from any compensation paid to the Participant pursuant to this Agreement or otherwise, the amount of any required withholding or other applicable taxes in respect of the Option, and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding or other applicable taxes.  The Administrator may permit the Participant to satisfy any withholding obligation for Tax-Related Items by any or any combination of the following means:

(a)tendering a cash payment;

(b)authorizing the Company to withhold Shares from the Shares otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no Shares will be withheld with a value exceeding the minimum amount of tax required to be withheld by law (as determined by the Administrator in good faith and in its sole discretion);

(c)delivering to the Company previously owned and unencumbered Shares; or

(d)selling a sufficient number of whole Shares issued upon exercise of the Option having an aggregate value that would satisfy any withholding obligation.

In the event the withholding requirements are not satisfied through the methods described herein, no Shares will be issued in settlement of an Option exercise unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Participant with respect to the payment of any Tax-Related Items.  If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company, the Employer or another Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.  By accepting this Option grant, the Participant expressly consents to the withholding methods as provided for hereunder.  All other Tax-Related Items related to the Option and any Shares are the Participant’s sole responsibility.

7.3The Award is intended to be exempt from Section 409A, and will be construed and interpreted in a manner that is consistent with the foregoing intent.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement either are exempt from or comply with Section 409A, and in no event will the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

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8.Compliance with Law; Repatriation.

8.1The Award granted hereunder, the exercise of the Option and the issuance and transfer of Shares is contingent upon and subject to compliance by the Company and the Participant with all applicable requirements of federal, state and non-U.S. securities laws and with all applicable requirements of any stock exchange on which the Stock may be listed.  In the event such requirements are not met, the Award may be declared null and void and the Participant will not have any claims against the Company or any Affiliate to receive any payment or other benefits in lieu of the Award.  Further, no Shares will be issued or transferred unless and until any then applicable requirements of federal, state and non-U.S. laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

8.2As a condition of this Award, the Participant agrees to repatriate all payments attributable to the Option in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of Employment, if different).  In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and Employer, as may be required to allow the Company and Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of Employment, if different).  Finally, the Participant agrees to take any and all actions that may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of Employment, if different).

9.Consent to Collection/Processing/Transfer of Personal Data.  Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of the Option and participation of the Participant in the Plan.  The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan.  As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and its Affiliates hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options, units or any other entitlement to Shares (or cash) awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”).  The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.  The Data processing will take place through electronic and non-electronic means according to logics and procedures

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strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of Employment, if different).  Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

The Company and its Affiliates will transfer Data internally as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.  These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States.  The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares (or cash) on the Participant’s behalf to a broker, escrow agent or other third party with whom the Participant may elect to deposit any Shares (or cash) acquired pursuant to the Plan.

The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan, and (e) withdraw the Participant’s consent to the collection, processing or transfer of Data as provided hereunder (in which case, the Option will be null and void).  The Participant may seek to exercise these rights by contacting the Participant’s local Human Resources manager or the Company’s Human Resources Department.

10.Electronic Delivery.  The Company may, in its sole discretion, deliver by electronic means any documents related to current or future participation in the Plan.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

11.Non-competition and Non-solicitation.

11.1In consideration of the Award, the Participant agrees and covenants not to, without the explicit written permission of the Company’s General Counsel:

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(a)work for, be employed or engaged by, or in any manner contribute his or her knowledge or services to, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity, any entity engaged in the same or similar business as the Company and its Affiliates, during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused);

(b)directly or indirectly, solicit, hire, recruit, attempt to solicit, hire or recruit, or otherwise induce the termination of Employment of any employee of the Company or its Affiliates, or assist any other person or entity to do any of the foregoing, during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused); or

(c)directly or indirectly, solicit, contact (including, but not limited to, by e-mail, regular mail, express mail, telephone, fax, or instant message), attempt to contact or meet with any of the then current customers of the Company or any of its Affiliates for purposes of offering, accepting or delivering any goods or services similar to or competitive with those currently offered by the Company or any of its Affiliates, or known by the Participant to be in development by the Company or any of its Affiliates, during the Participant’s Employment and for a period of twelve (12) months following the termination of the Participant’s Employment (howsoever caused).

11.2In the event of a breach of any of the covenants contained in Section 11.1:

(a)any unvested portion of the Option will be forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this Agreement or the Plan; and

(b)the Participant hereby consents and agrees that the Company will be entitled to a temporary restraining order and preliminary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, and to an award of its reasonable attorney’s fees incurred in securing such relief.  The aforementioned equitable relief will be in addition to, and not in lieu of, any legal remedies, monetary damages or other available forms of relief.

11.3Provisions of this Agreement will survive any termination of this Agreement or the expiration of the Option if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, the obligations of the Participant under this Section 11 and the provisions of Section 12 below.

12.Recovery of Compensation.  The Option, any Shares issued or delivered hereunder and any gains realized or other amounts in respect of the Option will be subject to recoupment by the

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Company to the extent required to comply with applicable laws, rules or regulations, the rules of the stock exchange on which the Stock is traded and/or any Company clawback policy, as may be in effect and amended, from time to time.

13.Notices.  Any notice required to be delivered to the Company under this Agreement will be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices.  Any notice required to be delivered to the Participant under this Agreement will be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company.  Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

14.Governing Law.  This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

15.Interpretation.  Any dispute regarding the interpretation of this Agreement will be submitted by the Participant or the Company to the Administrator for review.  The resolution of such dispute by the Administrator will be final and binding on the Participant and the Company.

16.Successors and Assigns.  The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors or administrators.

17.Severability.  The invalidity or unenforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law.

18.Nature of the Award.  By entering into this Agreement and accepting the Award, the Participant acknowledges that:

(a)the Plan is established voluntarily by the Company, is discretionary and may be modified, suspended or terminated by the Company, in its sole discretion, at any time as provided in the Plan;

(b)the grant of this Award is a discretionary one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards;

(c)all determinations with respect to any such future grants, including, but not limited to, the times when awards will be granted, the form of awards, the number of Shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company;

(d)the Participant’s participation in the Plan is voluntary;

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(e)the value of this Award is an extraordinary item which is outside the scope of the Participant’s employment contract, if any;

(f)this Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, welfare, insurance, pension or retirement benefits or similar payments;

(g)the future value of the Shares subject to this Award is unknown and cannot be predicted with certainty and if the Participant exercises a vested Option, the value of the underlying Shares may increase or decrease;

(h)neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation, where applicable, between the Participant’s local currency and the United States dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise;

(i)neither the Plan, this Award nor the issuance of Shares will (1) confer upon the Participant any right to continue in the employ of (or any other relationship with) the Employer, (2) alter in any way the Participant’s current Employment relationship with the Employer, or (3) limit in any respect the right of the Employer to terminate the Participant’s Employment or other relationship with the Employer;

(j)in the event that the Participant is not a direct employee of the Company, the grant of this Award will not be interpreted to form an Employment relationship with the Company; and furthermore, the grant of this Award will not be interpreted to form an employment contract with the Employer, the Company or any Affiliate.  For the avoidance of doubt, language relating to termination for “Cause” or “not-for-Cause” pertains solely to the opportunity to be granted Awards and vest in or exercise the Option as provided in this Agreement, and does not require the Company of Employer to establish “Cause” for the termination of the Participant’s Employment;

(k)in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares acquired upon exercise of the Option resulting from termination of the Participant’s Employment or service (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

(l)in the event of termination of the Participant’s Employment or service (whether or not in breach of local labor laws), the Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Participant is no

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longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active Employment or service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the Participant’s Employment or service (whether or not in breach of local labor laws), the Participant’s right to vest in the Option after such termination, if any, will be measured by the date of termination of the Participant’s active Employment or service and will not be extended by any notice period mandated under local law; the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively employed or providing service for purposes of the Option;

(m)neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares; and

(n)the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan or the Option.

19.Amendment.  The Administrator has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that, no such amendment will adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

20.Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

21.Private Placement.  If the Participant is resident and/or employed outside of the United States, the Award is not intended to be a public offering of securities in the Participant’s country of residence (and country of Employment, if different).  The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Award is not subject to the supervision of the local securities authorities.

22.English Language.  If the Participant is resident and/or employed outside of the United States, the Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English.  If the Participant has received this Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

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23.Addendum.  Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of Employment, if different), as set forth in the applicable Addendum to this Agreement.  Further, if the Participant transfers residence and/or Employment to another country reflected in an Addendum to this Agreement, the special terms and conditions for such country will apply to the Participant to the extent the Administrator determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan (or the Administrator may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  Any applicable Addendum shall constitute part of this Agreement.

24.Additional Requirements.  The Administrator reserves the right to impose other requirements on the Award, any payment made pursuant to the Award, and the Participant’s participation in the Plan, to the extent the Administrator determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan.  Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

25.Acceptance.  The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Participant have executed and delivered this Agreement effective as of the date and year first above written.

GREEN MOUNTAIN COFFEE
ROASTERS, INC.
By:
	Linda Longo-Kazanova
	Chief Human Resources Officer
PARTICIPANT
By:	SIGNED BY ELECTRONIC SIGNATURE
	<<Participant Name>>

THE PARTICIPANT MUST ELECTRONICALLY ACCEPT THIS AWARD WITHIN NINETY (90) DAYS AFTER THE GRANT DATE.  IF THE AWARD IS NOT ACCEPTED BY THE NINETIETH (90TH) DAY AFTER THE GRANT DATE, IT WILL BE DEEMED REJECTED AND THE AWARD WILL BE NULL AND VOID.

BY ELECTRONICALLY ACCEPTING THE AWARD, THE PARTICIPANT AGREES THAT (i) SUCH ACCEPTANCE CONSTITUTES THE PARTICIPANT’S ELECTRONIC SIGNATURE IN EXECUTION OF THIS AGREEMENT; (ii) THE PARTICIPANT AGREES TO BE BOUND BY THE PROVISIONS OF THE PLAN, THE AGREEMENT AND THE ADDENDUM; (iii) THE PARTICIPANT HAS REVIEWED THE PLAN, THE AGREEMENT AND THE ADDENDUM IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE AWARD AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PLAN, THE AGREEMENT AND THE ADDENDUM; (iv) THE PARTICIPANT HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE U.S. PROSPECTUS FOR THE PLAN AND THE TAX SUPPLEMENT TO THE U.S. PROSPECTUS FOR THE PARTICIPANT’S COUNTRY, IF APPLICABLE; AND (v) THE PARTICIPANT HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN, THE AGREEMENT AND THE ADDENDUM

*          *          *         *          *

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ADDENDUM TO

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

The Option is subject to the following additional terms and conditions as set forth in this addendum to the Agreement (the “Addendum”) to the extent the Participant resides and/or is employed in one of the countries addressed herein.  To the extent the Participant transfers residence and/or Employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to the Participant to the extent the Administrator determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations, or to facilitate the operation and administration of the Award and the Plan (or the Administrator may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement.

AUSTRALIA

1.Shareholder Approval Requirement.  To the extent the Participant is an individual whose termination benefits are subject to Sections 200 to 200J of the Corporations Act 2001, the Option is contingent upon the Company’s satisfaction of the shareholder approval requirements thereunder.  To the extent the Company does not or is unable to satisfy such requirements, the Option will be null and void, and the Participant will not have any claims against the Company to receive any payment or other benefits in lieu of the Option.

2.Right to Exercise.  Notwithstanding anything in the Agreement or the Plan to the contrary, if the Option vests when the fair market value per share of Stock is equal to or less than the Exercise Price, the Participant may not exercise the vested Option.  The vested Option may be exercised only starting on the business day following the first day on which the fair market value per share of Stock exceeds the Exercise Price of the Option.  For the avoidance of doubt, this provision also applies to any Option held by a Participant who transfers to Australia after the Option is granted, as determined by the Administrator in its sole discretion.

CANADA

1.Exercise Procedures - No Payment with Previously Acquired Shares.  Notwithstanding any provision in the Agreement or the Plan to the contrary, if the Participant is resident in Canada, the Participant may not tender Shares that the Participant previously acquired to pay the Exercise Price or any Tax-Related Items in connection with the Option (i.e., the Participant may not use a “stock swap” exercise method).

2.Use of English Language.  If the Participant is a resident of Quebec, by accepting the Award, the Participant acknowledges and agrees that it is the Participant’s wish that the Agreement, this Addendum, as well as all other documents, notices and legal proceedings

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entered into, given or instituted pursuant to the Award, either directly or indirectly, be drawn up in English.

Utilisation de l’anglais. Si le Participant est un résident du Québec, en acceptant l’Attribution, le Participant reconnaît et accepte avoir requis que le Contrat, la présente Annexe, ainsi que tous autres documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente Attribution soient rédigés en anglais.

*          *          *         *          *

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EX-10.7

Exhibit 10.7

I understand, agree and certify that clicking “Submit” on the ESPP Enrollment application on HRPRD Self Service constitutes my electronic signature in execution of this Participation Agreement.

GREEN MOUNTAIN COFFEE ROASTERS, INC.

2014 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

PARTICIPATION AGREEMENT

This participation agreement (the “Participation Agreement”) is subject to the terms and conditions of the Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock Purchase Plan and any applicable sub-plan (collectively, the “Plan”), which has been established by Green Mountain Coffee Roasters, Inc. (the “Company”). For purposes of this Participation Agreement, “Employer” means the participating entity (the Company or Participating Subsidiary) that employs you.

1.Definitions. The capitalized terms used but not defined herein have the meanings set forth in the Plan.

2.Election to Participate. By completing the subscription process online, I elect to participate in the Plan and subscribe to purchase shares of Company common stock (“Shares”) in accordance with this Participation Agreement, the addendum to this Participation Agreement for my country, if any (the “Addendum”) and the Plan.

3.Payroll Deductions/Contributions and Purchase of Shares. I specifically authorize and direct my Employer to take payroll deductions in accordance with the Plan from each of my paychecks in that percentage of my gross total compensation as indicated by my election made through the electronic enrollment tool. I understand that such payroll deductions will occur on an after-tax basis and will be accumulated and held in a general account established in the name of my Employer for the purchase of Shares at the applicable purchase price determined in accordance with the Plan. No interest will be paid on these amounts, except as required by local law. If I am not paid in U.S. dollars, the funds will be converted from my local currency to U.S. dollars at the prevailing exchange rate on the last trading day of a Payment Period. I further understand that, except as otherwise set forth in the Plan, Shares automatically will be purchased for me on the last Trading Day of a Payment Period, unless I become ineligible to participate or otherwise withdraw from the Plan by delivering a withdrawal notice to the Company, or my purchase is limited by the Plan’s terms. To the extent payroll deductions are not permitted in my country, I acknowledge and agree that alternative modes of contribution may be authorized and established, including (but not limited to) direct debits from my personal bank account and/or through direct payments that I may be required to remit.

4.Automatic Re-Enrollment. I understand that unless I change my payroll deduction election through the ESPP Enrollment application on HRPRD Self Service or withdraw from the Plan by delivering a withdrawal notice to the Company, the deductions or contributions and purchases under the election I have on file will continue from one Payment Period to succeeding Payment Periods as long as the Plan remains in effect and I continue to be eligible to participate in the Plan.

5.Administrator/Broker. I understand that, unless otherwise determined by the Committee, all Shares purchased under the Plan will be deposited directly into an account established in my name with a broker or agent designated by the Committee.

6.Reinvestment of Dividends. I acknowledge and agree that the Company may automatically reinvest any or all cash dividends on all Shares purchased for me under the Plan for additional Shares.

7.Responsibility for Taxes. I acknowledge that, regardless of any action the Company or Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related items (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items legally due by me is and remains my responsibility and may exceed the amount actually withheld by the Company or my Employer. I further acknowledge that the Company and Employer: (a) make no representations or undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of the Plan, including, but not limited to, the grant of an option to purchase Shares, the purchase and issuance of Shares, the subsequent sale of any Shares purchased under the Plan or the receipt or reinvestment of any dividends; and (b) do not commit to structure the terms of the option to purchase Shares or any aspect of the Plan to reduce or

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eliminate my liability for Tax-Related Items.

I agree to pay or make adequate arrangements satisfactory to the Company and my Employer to satisfy all obligations for Tax-Related Items. In this regard, I hereby authorize the Company to instruct the administrator/broker to sell such number of Shares purchased on my behalf to raise the amount necessary to satisfy applicable withholding requirements. Alternatively, I agree that the Company and my Employer may deduct applicable Tax-Related Items from the compensation (including, but not limited to, base salary/wages and bonus/incentive compensation) payable to me by the Company and/or my Employer, or the Company may withhold whole Shares that otherwise would have been delivered having an aggregate fair market value equal to the amount necessary to satisfy any withholding obligation.

I agree to pay to the Company or my Employer any amount of Tax-Related Items that the Company or my Employer may be required to withhold or account for as a result of my participation in the Plan that cannot be satisfied through the withholding methods described above. The Company may refuse to issue or deliver Shares or the proceeds from the sale of Shares if I fail to comply with my obligations in connection with the Tax-Related Items.

8.Compliance with Law; Repatriation.

(a)The option to purchase Shares and the issuance and transfer of the Shares is contingent upon and subject to the Company’s and my compliance with all applicable requirements of federal, state and non-U.S. laws and with all applicable requirements of any stock exchange on which the Shares may be listed. In the event such requirements are not met, the option to purchase Shares may be declared null and void and I will not have any claims against the Company or any of its affiliates to receive any payment or other benefits in lieu of the option to purchase Shares. Further, no Shares will be issued or transferred unless and until any then applicable requirements of federal, state and non-U.S. laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

(b)If I am resident or employed outside the United States, as a condition of participation, I agree to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Shares acquired under the Plan) in accordance with applicable local foreign exchange rules and regulations in my country of residence (and country of employment, if different). In addition, I agree to take any and all actions, and consent to any and all actions taken by the Company and my Employer, as may be required to allow the Company and my Employer to comply with local laws, rules and regulations in my country of residence (and country of employment, if different). Finally, I agree to take any and all actions as may be required to comply with my personal legal and tax compliance obligations under local laws, rules and regulations in my country of residence (and country of employment, if different).

9.Consent to Collection, Processing and Transfer of Data. I understand that the collection, processing and transfer of my personal data is necessary for the Company’s administration of the Plan and my participation in the Plan, and my denial and/or objection to the collection, processing and transfer of personal data may affect my participation in the Plan. As such, I voluntarily acknowledge and consent (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

I understand that the Company and its affiliates hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options, units or any other entitlement to Shares (or cash) awarded, cancelled, purchased, vested, unvested or outstanding in my favor, for the purpose of managing and administering the Plan (“Data”). I further understand that the Data may be collected from me or it may be collected, where lawful, from third parties, and the Company and its affiliates will process the Data for the exclusive purpose of implementing, administering and managing my participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in my country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for my participation in the Plan.

I understand that the Company and its affiliates will transfer Data internally as necessary for the purpose of implementation, administration and management of my participation in the Plan, and the Company and its affiliates may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. I hereby authorize (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on my behalf to a broker,

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escrow agent or other third party with whom I may elect to deposit any Shares acquired pursuant to the Plan.

I understand that I may, at any time, exercise my rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and my participation in the Plan, and (e) withdraw my consent to the collection, processing or transfer of Data as provided hereunder (in which case, the option to purchase Shares will be null and void). I understand that I may seek to exercise these rights by contacting my local Human Resources manager or the Company’s Human Resources Department.

10.Electronic Delivery and Participation. I acknowledge and agree that the Company or my Employer, in its sole discretion, may decide to deliver any documents related to my current or future participation in the Plan by electronic means and/or may request my consent to participate in the Plan by electronic means. I hereby consent to receive such documents by electronic delivery and, if requested, I agree to participate in the Plan (and authorize deductions from my compensation) through an on-line or electronic system established and maintained by the Company, the broker or another third party administrator designated by the Company.

11.Governing Law. The option to purchase Shares and the Participation Agreement, including the Addendum, are governed by, and subject to, the laws of the State of Delaware without regard to the conflict of law provisions.

12.Severability. The provisions of this Participation Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

13.Nature of Benefit. I understand and agree that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be amended or suspended by the Committee or the Board, or terminated by the Board, at any time, as provided in the Plan;

(b)the grant of this option to purchase Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of an option to purchase Shares or benefits in lieu of an option to purchase Shares, even if an option to purchase Shares has been granted repeatedly in the past;

(c)all determinations with respect to future grants, including, but not limited to, the times when an option to purchase Shares will be granted, the number of Shares subject to each option, the Option Price, and the time or times when each option to purchase Shares will be exercisable, will be at the sole discretion of the Company;

(d)my participation in the Plan is voluntary;

(e)the value of the option to purchase Shares is an extraordinary item which is outside the scope of my employment contract, if any;

(f)this option to purchase Shares is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long- service awards, welfare, insurance, pension or retirement benefits or similar payments;

(g)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(h)neither the Company nor Employer shall be liable for any foreign exchange rate fluctuation, where applicable, between my local currency and the United States dollar that may affect the value of the option to purchase Shares or of any amounts due to me pursuant to acquisition of Shares or the subsequent sale of any Shares acquired;

(i)neither the Plan, the option to purchase Shares nor the issuance of Shares will (i) confer any right to continue in the employ of my Employer, (ii) alter in any way my current employment relationship with my Employer, or (iii) limit in any respect the right of my Employer to terminate my employment (as otherwise may be permitted under local law), at any time;

(j)in the event that I am not a direct employee of the Company, my participation in the Plan will not be interpreted to form an employment relationship with the Company; and furthermore, the grant of the option to purchase Shares will not be interpreted to form an employment contract with my Employer, the Company or any affiliate of the Company;

(k)in consideration of the grant of the option to purchase Shares, no claim or entitlement to compensation or damages will arise from termination of the option to purchase shares or diminution in the value of the option or Shares acquired upon purchase resulting from termination of my employment (for any reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the Company and its affiliates from any such claim that may arise; if notwithstanding the

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foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Participation Agreement,  I will be deemed irrevocably to have waived any entitlement to pursue such claim;

(l)in the event of termination of my employment (whether or not in breach of local labor laws), my right to participate in the Plan, if any, will terminate effective as of the date that I am no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment does not include a period of “garden leave” or similar period pursuant to local law) unless otherwise determined by the Committee or its delegate; the Committee or its delegate shall have the exclusive discretion to determine when I am no longer actively employed for purposes of my participation in the Plan;

(m)neither the Company nor my Employer is providing any tax, legal or financial advice, nor is the Company or Employer making any recommendations regarding my participation in the Plan, or my acquisition or sale of the underlying Shares; and

(n)I am hereby advised to consult with my personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan or the option to purchase Shares.

14.Private Placement. If I am resident and/or employed outside of the United States, the option to purchase Shares is not intended to be a public offering of securities in my country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the option to purchase Shares is not subject to the supervision of the local securities authorities.

15.English Language. If this Participation Agreement or any other document related to the Plan has been translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

16.Addendum. The option to purchase Shares and my participation in the Plan will be subject to any special terms and conditions for my country of residence (and country of employment, if different), as set forth in the Addendum to this Participation Agreement, if any. Further, if I transfer residence and/or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to me, to the extent the Committee determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Plan (or the Committee may establish alternative terms and conditions as may be necessary or advisable to accommodate my transfer). If I transfer employment to a subsidiary that is not a Participating Subsidiary, I understand that I will no longer be eligible to participate in the Plan. The Addendum constitutes part of this Participation Agreement.

17.Additional Requirements. The Committee reserves the right to impose other requirements on the option to purchase Shares, any Share issuance, and my participation in the Plan, to the extent the Committee determines, in its sole discretion, that such other requirements are necessary or advisable to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Plan. Such requirements may include (but are not limited to) requiring me to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

18.Plan Materials. I acknowledge that a copy of the Plan document, the U.S. prospectus for the Plan and other related materials that provide the terms and conditions applicable to my participation in the Plan have been made available to me. I certify that I am familiar with the provisions of the Plan and agree to participate in the Plan subject to all of its provisions. I understand that the effectiveness of this Participation Agreement is dependent upon my eligibility to participate in the Plan.

*  *  *  *

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ADDENDUM TO PARTICIPATION AGREEMENT

The additional terms and conditions set forth below are specifically incorporated into the Participation Agreement. These terms and conditions govern the option to purchase Shares and the terms and conditions of participation in the Plan to the extent you reside and/or are employed in the countries addressed herein. To the extent that you transfer residence and/or employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to you to the extent the Committee determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable to comply with local laws, rules and/or regulations, or to facilitate the operation and administration of the plan (or the Committee may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). Capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or the Participation Agreement.

CANADA (QUEBEC)

Use of English Language. By electing to participate in the Plan, I confirm that I have read and understood the Plan and the Participation Agreement, which were provided in the English language. I accept the terms of those documents accordingly. I acknowledge that it is my express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Utilisation de l’anglais. En participant au Plan, le participant confirme avoir lu et compris les documents relatifs à sa participation au Plan (le Plan, ainsi que tout sous-Plan applicable, et le présent Formulaire de Participation précisant les termes et conditions de la Participation) qui ont été communiqués au participant en langue anglaise, il accepte les termes de ces documents en connaissance de cause. Je reconnais avoir expressément exigé la rédaction en anglais de la présente Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relatifs à, ou suite à, la présente Convention.

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Je comprends, accepte et certifie que le fait de cliquer sur « Soumettre » à partir de la demande d’inscription au régime d’achat d’actions des employés qui se trouve dans le libre-service HRPRD constitue ma signature électronique aux fins de l’exécution de cet accord de participation.

GREEN MOUNTAIN COFFEE ROASTERS, INC.

RÉGIME D’ACHAT D’ACTIONS DES EMPLOYÉS AJUSTÉ ET AMENDÉ

2014 ACCORD DE PARTICIPATION

Cet accord de participation (l’« accord de participation ») est assujetti aux modalités et conditions du Régime d’actionnariat des employés (RAE) ajusté et amendé 2014 de Green Mountain Coffee Roasters, Inc. et à tout sous-régime applicable (collectivement appelés le « régime »),  élaboré par Green Mountain Coffee Roasters, Inc. (la « société »). Aux fins de cet accord de participation, le terme « employeur » se rapporte à l’entité participante (la société ou la filiale participante) qui vous emploie.

1.Définitions. Les termes en majuscules qui sont utilisés mais non définis dans la présente ont la signification qui leur est attribuée dans le régime.

2.Choix de participer. En réalisant en ligne le processus d’inscription, je choisis de participer au régime et d’acheter des actions ordinaires de la société (« actions »), conformément à cet accord de participation, à l’annexe de cet accord de participation pour mon pays, le cas échéant (l’« annexe »), et au régime.

3.Retenues sur la paie/contributions et achats d’actions. J’autorise spécifiquement et enjoins mon employeur à effectuer des retenues sur la paie conformément au régime, sur chacun de mes chèques de paie, selon le pourcentage de ma rémunération brute totale indiqué lors de mon adhésion par l’entremise de l’outil d’inscription électronique. Je comprends que de telles retenues sur la paie seront effectuées après impôts et qu’elles seront accumulées et conservées dans un compte général au nom de mon employeur pour l’achat d’actions au prix d’achat applicable déterminé, conformément au régime. Aucun intérêt ne sera versé sur ces montants, sauf si les lois locales l’exigent. Si je ne suis pas payé(e) en dollars américains (US), les fonds seront convertis de ma devise locale en dollars US, selon le taux de change en vigueur, lors de la dernière journée de négociation d’une période de paiement. Je comprends également que, sauf indication contraire dans le régime, les actions seront automatiquement achetées pour moi le dernier jour de négociation d’une période de paiement, à moins que je devienne inadmissible à participer au régime ou que je m’en retire en remettant un avis de retrait à la société, ou si mes achats sont limités par les modalités du régime. Dans la mesure où les retenues sur la paie ne seraient pas autorisées dans mon pays, je reconnais et accepte que des modes de contribution alternatifs peuvent être autorisés et mis en place, y compris, entre autres, les prélèvements automatiques sur mon compte bancaire personnel et (ou) les paiements directs que je pourrais être tenu(e) de verser.

4.Réinscription automatique. Je comprends qu’à moins de modifier mon choix quant aux retenues sur la paie par l’entremise de la demande d’inscription au RAAE qui se trouve dans le libre-service HRPRD, ou à moins de me retirer du régime en remettant un avis de retrait à la société, les déductions ou contributions et achats prévus en fonction de mon choix, au dossier, seront effectués à partir d’une période de paiement et à chaque période de paiement subséquente, tant et aussi longtemps que le régime est en vigueur et que je demeure admissible à y participer.

5.Administrateur/Courtier. Je comprends que, à moins que le comité n’en décide autrement, toutes les actions achetées en vertu du régime seront déposées directement dans un compte constitué en mon nom auprès d’un courtier ou d’un agent désigné par le comité.

6.Réinvestissement des dividendes. Je reconnais et accepte que la société peut réinvestir automatiquement, en tout ou en partie, les dividendes en argent découlant de toutes les actions achetées pour moi en vertu du régime, pour l’achat d’actions additionnelles.

7.Responsabilité d’impôt. Je reconnais que, quoi que la société ou l’employeur fasse en lien avec une partie ou la totalité de l’impôt sur le revenu (y compris les impôts locaux, d’État ou fédéraux des É.-U. ou les impôts hors É.-U.), de la sécurité sociale, des cotisations sociales, des acomptes ou tout autre élément en lien avec les impôts (« éléments fiscaux »), l’ultime responsabilité en lien avec tous les éléments fiscaux que je dois payer est et demeure ma responsabilité, et qu’elle peut dépasser le montant réellement retenu par la société ou par mon employeur. Je reconnais également que la société et mon employeur : (a) ne font aucune représentation ou promesse en ce qui concerne le traitement de tout élément fiscal en lien avec tout aspect du régime, y compris, entre autres, l’octroi d’une option

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pour l’achat d’actions, l’achat et l’émission d’actions, la vente subséquente de toute action achetée en vertu du régime ou la réception ou le réinvestissement de tout dividende; et (b) ne s’engage pas à structurer les modalités de l’option d’achat d’actions ou tout aspect du régime dans le but de réduire ou d’éliminer ma responsabilité en lien avec les éléments fiscaux.

J’accepte de payer ou de prendre des dispositions adéquates satisfaisantes pour la société et pour mon employeur afin que toutes les obligations en lien avec les éléments fiscaux soient respectées. À cet égard, j’autorise par la présente la société à donner à l’administrateur/au courtier l’instruction de vendre le nombre d’actions nécessaires achetées en mon nom afin d’accumuler le montant nécessaire pour satisfaire aux exigences de retenues applicables. Par ailleurs, je consens à ce que la société et mon employeur puissent déduire les éléments fiscaux applicables de la rémunération (y compris, entre autres, le salaire de base ou les traitements et la rémunération variable ou d’intéressement) qui m’est versée par la société et (ou) mon employeur, ou la société peut retenir des actions entières qui auraient autrement été délivrées dont la juste valeur marchande correspond au montant nécessaire pour satisfaire toute obligation de retenue.

J’accepte de payer à la société ou à mon employeur tout montant d’éléments fiscaux que la société ou l’employeur peut être dans l’obligation de retenir ou comptabiliser en conséquence de ma participation au régime, ne pouvant pas être satisfait par les moyens précédemment décrits. La société peut refuser d’émettre ou de délivrer des actions ou le produit de la vente d’actions en cas de non- respect des obligations liées aux éléments fiscaux.

8.Conformité à la loi; rapatriement.

(c)L’option d’achat d’actions, ainsi que l’émission et le transfert d’actions, sont subordonnés et assujettis au respect par la société et moi-même de toutes les lois d’État, fédérales et hors É.-U. en vigueur, et de toutes les exigences applicables de toute bourse auxquelles les actions pourraient être inscrites. Dans l’éventualité où de telles exigences ne sont pas satisfaites, l’option d’achat d’actions pourrait être déclarée nulle et non avenue, et je n’entreprendrai aucune réclamation contre la société ou l’une ou l’autre de ses filiales afin de recevoir tout paiement ou autre avantage en remplacement de l’option d’achat d’actions. De plus, aucune action ne sera émise ou transférée à moins et jusqu’à ce que toutes les exigences applicables de toutes les lois d’État, fédérales et hors É.-U. et celles des organismes de réglementation aient été entièrement respectées, à la satisfaction de la société et de son conseiller juridique.

(d)Si je suis résident(e) ou employé(e) hors des États-Unis, à titre de condition à ma participation, j’accepte de rapatrier tous les montants attribuables aux actions et (ou) les espèces acquises en vertu du régime (y compris, entre autres, les dividendes et tout revenu obtenu de la vente des actions acquises en vertu du régime) conformément aux règles et réglementations locales relatives aux opérations de change dans mon pays de résidence (et mon pays d’emploi, s’il est différent). De plus, j’accepte de prendre toutes les mesures nécessaires, et consens à ce que la société et mon employeur prennent toutes les mesures nécessaires pouvant être requises pour leur permettre de se conformer aux règles, réglementations et lois locales dans mon pays de résidence (et mon pays d’emploi, s’il est différent). Enfin, j’accepte de prendre toutes les mesures nécessaires pouvant être requises pour respecter mes obligations personnelles en matière de conformité fiscale et juridique, en vertu des lois, règles et réglementations locales de mon pays de résidence (et mon pays d’emploi, s’il est différent).

9.Consentement à la collecte, au traitement et au transfert de données. Je comprends que la collecte, le traitement et le transfert de mes données personnelles sont essentiels pour que la société puisse administrer le régime et ma participation à celui-ci, et que mon refus et (ou) mon objection à la collecte, au traitement et au transfert de données personnelles peut affecter ma participation au régime. Ainsi, j’accepte et consens volontairement (lorsque la loi en vigueur l’exige) à la collecte, à l’utilisation, au traitement et au transfert de données personnelles, comme décrit aux présentes.

Je comprends que la société et ses filiales détiennent certains renseignements personnels à mon sujet, y compris, entre autres, mon nom, mon adresse à domicile et mon numéro de téléphone, ma date de naissance, mon numéro d’assurance sociale ou autre identifiant, mon salaire, ma nationalité, le titre de mon poste, toutes actions ou postes d’administration dans la société, les détails de toutes les options, unités ou de tout droit aux actions remises, annulées, achetées, levées, dévolues ou en circulation en ma faveur, aux fins d’administration et de gestion du régime (les « données »). Je comprends également que les données seront obtenues de moi-même ou qu’elles peuvent être obtenues, lorsque la loi le permet, auprès de tiers, et la société et ses filiales traiteront les données dans le but exclusif de mise en œuvre, d’administration et de gestion de ma participation au régime. Le traitement des données se fera par voie électronique et non électronique selon la logique et les procédures strictement en relation avec les fins pour lesquelles les données sont recueillies et en fonction des dispositions en matière de confidentialité et de sécurité décrites dans les lois et réglementations en vigueur dans mon pays de résidence (et mon pays d’emploi, s’il est différent). Les opérations de traitement des données seront effectuées en minimisant l’utilisation des données personnelles et d’identification lorsque de telles opérations ne sont pas essentielles aux fins visées. Les données seront accessibles au sein de l’organisation de la société uniquement aux personnes devant y avoir accès aux fins de la mise en œuvre, de l’administration et du fonctionnement du régime, et pour ma participation au régime.

Je comprends que la société et ses filiales transféreront les données en interne, au besoin, aux fins de la mise en œuvre, de l’administration et de la gestion de ma participation au régime, et que la société et ses filiales pourraient également transférer des données à tout tiers aidant la société dans la mise en œuvre, l’administration et la gestion du régime. Ces destinataires peuvent être situés dans l’Espace économique européen ou ailleurs dans le monde, par exemple, aux États-Unis. Par la présente (là où la loi en vigueur l’exige), je les autorise

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à recevoir, détenir, utiliser, conserver et transférer les données, par voie électronique ou autre, aux fins de la mise en œuvre, de l’administration et de la gestion de ma participation au régime, y compris tout transfert voulu de telles données pouvant être nécessaire pour l’administration du régime et (ou) la détention subséquente d’actions en mon nom par un courtier, un tiers contenu ou tout autre tiers chez lequel je peux choisir de déposer toute action acquise dans le cadre du régime.

Je comprends que je peux, en tout temps, exercer mes droits en vertu des lois sur la protection des données personnelles en vigueur, pouvant inclure le droit (a) d’obtenir la confirmation de l’existence des données, (b) de vérifier le contenu, l’origine et l’exactitude des données, (c) de demander l’intégration, la mise à jour, l’amendement, la suppression ou le blocage (en cas de violation des lois en vigueur) des données, (d) de m’opposer, pour des raisons juridiques, à la collecte, au traitement ou au transfert des données qui ne sont pas nécessaires ou requises pour la mise en œuvre, l’administration ou le fonctionnement du régime et pour ma participation à celui-ci, et (e) de retirer mon consentement à la collecte, au traitement ou au transfert de données de la façon prévue aux présentes (auquel cas, l’option d’achat d’actions sera nulle et non avenue). Je comprends que je peux tenter d’exercer ces droits en communiquant avec mon gestionnaire local des ressources humaines ou avec le service des ressources humaines de la société.

10.Transmission et participation par voie électronique. Je reconnais et accepte que la société ou mon employeur peut, à sa seule discrétion, décider de transmettre tout document lié à ma participation actuelle ou future au régime par voie électronique et (ou) demander mon consentement à participer au régime par voie électronique. Par la présente, je consens à recevoir ces documents par transmission électronique et, si besoin est, accepte de participer au régime (et d’autoriser les déductions de ma rémunération) par l’entremise d’un système en ligne ou électronique établi et maintenu par la société, le courtier ou un administrateur tiers désigné par la société.

11.Loi applicable. L’option d’achat d’actions et l’accord de participation, y compris son annexe, sont régis par, et assujettis aux lois de l’État du Delaware sans tenir compte des conflits entre les lois et les dispositions contenues dans celles-ci.

12.Dissociabilité. Les dispositions de cet accord de participation sont divisibles et si une ou plusieurs des dispositions sont déterminées comme étant illégales ou autrement inapplicables, en totalité ou en partie, les dispositions restantes seront néanmoins obligatoires et contraignantes.

13.Nature de l’avantage. Je comprends et accepte que :

(o)le régime est établi volontairement par la société, est de nature discrétionnaire et peut être modifié ou suspendu par le comité ou par le conseil, ou résilié par le conseil, à tout moment, tel que décrit dans le régime;

(p)l’octroi de cette option d’achat d’actions est volontaire et occasionnel, et ne crée aucun droit contractuel ou autre de recevoir des octrois futurs d’option d’achat d’actions ou d’avantages au lieu de l’option d’achat d’actions, même si l’option d’achat d’actions a été octroyée à plusieurs reprises dans le passé;

(q)toutes les décisions concernant les octrois futurs, y compris, entre autres, les moments auxquels une option d’achat d’actions sera octroyée, le nombre d’actions en lien avec chaque option, le prix de l’option, et le(s) moment(s) auquel (auxquels) chaque option d’achat d’actions pourra être exercée, seront à l’exclusive discrétion de la société;

(r)ma participation au régime est volontaire;

(s)la valeur de l’option d’achat d’actions est un élément extraordinaire hors de la portée de mon contrat d’emploi, le cas échéant;

(t)cette option d’achat d’actions ne fait pas partie de la rémunération normale ou prévue à quelque fin que ce soit,  y compris, entre autres, le calcul de tout avantage, séparation, départ volontaire, congédiement, excédent, prestations de fin de service, primes, récompenses pour service prolongé, assistance sociale, assurance, prestations de pension ou de retraite ou tout autre paiement similaire;

(u)la valeur future des actions sous-jacentes est inconnue et ne peut être prédite avec certitude;

(v)ni la société ni l’employeur ne sera tenu responsable de toute fluctuation des taux de change, le cas échéant, entre ma devise locale et le dollar américain (US) pouvant affecter la valeur de l’option d’achat d’actions ou de tout montant qui m’est dû à la suite de l’acquisition d’actions ou de la vente subséquente de toute action acquise;

(w)le régime, pas plus que l’option d’achat d’actions ou l’émission d’actions (i) ne me conférera aucun droit de rester à l’emploi de mon employeur, (ii) n’altérera de quelque manière que ce soit ma relation d’emploi actuelle avec mon employeur, ou (iii) ne limitera de quelque manière que ce soit le droit de mon employeur à mettre fin à mon emploi (autrement qu’autorisé par la loi locale), en tout temps;

(x)dans l’éventualité où je ne suis pas un(e) employé(e) direct(e) de ma société, ma participation au régime ne sera pas interprétée comme constituant une relation d’emploi avec la société; de plus, l’octroi de l’option d’achat d’actions ne sera pas interprété comme constituant un contrat d’emploi avec mon employeur, la société ou toute filiale de la société;

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(y)en contrepartie de l’octroi de l’option d’achat d’actions, il n’y aura aucune réclamation ou droit de dédommagement ou d’indemnité découlant de la résiliation de l’option d’achat d’actions ou de la réduction de valeur de l’option ou des actions acquises lors d’un achat résultant de la cessation de mon emploi (pour quelque raison que ce soit et que cela contrevienne ou non aux lois sur le travail locales) et je dégage irrévocablement la société et ses filiales de toute réclamation de ce genre qui pourrait survenir; si, néanmoins, une cour compétente décide qu’une telle demande est fondée, alors, en acceptant cet accord de participation, je renonce irrévocablement à tout droit de poursuite d’une telle réclamation;

(z)dans l’éventualité de ma cessation d’emploi (que cela contrevienne ou non aux lois sur le travail locales), mon droit de participer au régime, le cas échéant, prendra fin à la date à laquelle je ne serai plus activement à l’emploi, et ne sera prolongé par aucune période d’avis obligatoire en vertu des lois locales (par ex., l’emploi actif n’inclut pas de période de préavis ou toute autre période similaire, conformément aux lois locales) à moins de décision contraire par le comité ou ses délégués; le comité ou ses délégués pourront, à leur discrétion exclusive, déterminer à quel moment je ne suis plus activement employé(e) aux fins de ma participation au régime;

(aa)  ni la société ni mon employeur ne propose de conseils en matière fiscale, juridique ou financière et ne formule aucune recommandation par rapport à ma participation au régime, ou à l’acquisition ou à la vente des actions sous-jacentes; et

(bb)  je suis prié(e) de consulter mes conseillers personnels en matière fiscale, juridique ou financière concernant la décision de participer au régime et avant de prendre toute mesure liée à ce régime ou à l’option d’achat d’actions.

14.Placement privé. Si je suis résident(e) et (ou) employé(e) hors des États-Unis, l’option d’achat d’actions n’est pas destinée à être un appel public à l’épargne dans mon pays de résidence (et mon pays d’emploi, s’il est différent). La société n’a présenté aucune déclaration d’enregistrement, prospectus ou autre dépôt auprès des autorités en valeurs mobilières locales (sauf prescription contraire de la loi locale), et l’option d’achat d’actions n’est pas assujettie à la supervision des autorités en valeurs mobilières locales.

15.Langue anglaise. Si cet accord de participation ou tout autre document connexe au régime a été traduit dans une langue autre que l’anglais, et si la signification de la version traduite diffère de celle de la version anglaise, la version anglaise prévaut.

16.Annexe. L’option d’achat d’actions et ma participation au régime seront assujetties à toutes modalités et conditions spéciales pour mon pays de résidence (et mon pays d’emploi, s’il est différent), tel que décrit dans l’annexe de cet accord de participation, le cas échéant. De plus, en cas de transfert de résidence et (ou) d’emploi dans un autre pays mentionné à l’annexe, les modalités et conditions spéciales de ce pays s’appliqueront à moi, dans la mesure établie par le comité, à son exclusive discrétion, à l’effet que l’application de telles modalités et conditions est essentielle ou recommandée pour se conformer aux lois, règles et réglementations locales ou pour faciliter le fonctionnement et l’administration du régime (ou le comité peut élaborer les modalités et conditions alternatives qui sont nécessaires ou souhaitables pour faciliter mon transfert). Si j’effectue un transfert d’emploi dans une filiale qui n’est pas une filiale participante, je comprends que je ne serai plus admissible à la participation au régime. L’annexe fait partie de cet accord de participation.

17.Exigences supplémentaires. Le comité se réserve le droit d’imposer d’autres exigences à l’option d’achat d’actions, à toute émission d’actions et à ma participation au régime, dans la mesure où le comité, à son exclusive discrétion, détermine que de telles exigences supplémentaires sont nécessaires ou souhaitables pour se conformer aux lois, règles et réglementations locales, ou pour faciliter le fonctionnement et l’administration du régime. De telles exigences peuvent inclure (sans s’y limiter) d’exiger que je signe toute entente ou tout engagement additionnel pouvant être nécessaire à la réalisation de ce qui précède.

18.Documents du régime. Je reconnais qu’un exemplaire du document du régime, du prospectus (É.-U.) du régime et tout autre document connexe décrivant les modalités et conditions s’appliquant à ma participation au régime ont été mis à ma disposition. Je déclare bien connaître les dispositions du régime et je consens à participer au régime sous réserve de toutes ses dispositions. Je comprends que la mise en application de cet accord de participation dépend de mon admissibilité au régime.

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ANNEXE À L’ACCORD DE PARTICIPATION

Les modalités et conditions additionnelles décrites ci-dessous sont expressément intégrées à l’accord de participation. Ces modalités et conditions régissent l’option d’achat d’actions, ainsi que les modalités et conditions de participation du régime dans la mesure où vous résidez et (ou) êtes employé(e) dans les pays visés par la présente. Dans la mesure où vous transférez de résidence et (ou) d’emploi dans un autre pays, les modalités et conditions propres à ce pays, telles que décrites dans cette annexe (le cas échéant) s’appliqueront à vous dans la mesure déterminée par le comité, à son exclusive discrétion, où l’application de telles modalités ou conditions est nécessaire ou souhaitable pour se conformer aux lois, règles ou réglementations locales, ou pour faciliter le fonctionnement et l’administration du régime; le comité peut également élaborer les modalités et conditions alternatives qui sont nécessaires ou souhaitables pour faciliter votre transfert. Les termes en majuscules qui sont utilisés mais qui ne sont pas définis dans cette annexe ont la signification qui leur est attribuée dans le régime et (ou) dans l’accord de participation.

CANADA (QUÉBEC)

Use of English Language. By electing to participate in the Plan, I confirm that I have read and understood the Plan and the Participation Agreement, which were provided in the English language. I accept the terms of those documents accordingly. I acknowledge that it is my express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Utilisation de l’anglais. En participant au régime, le participant confirme avoir lu et compris les documents relatifs à sa participation au régime (le régime, ainsi que tout sous-régime applicable, et le présent formulaire de participation précisant les termes et conditions de la participation) qui ont été communiqués au participant en langue anglaise; il accepte les termes de ces documents en connaissance de cause. Je reconnais avoir expressément exigé la rédaction en anglais du présent accord, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relatifs au présent accord ou découlant de celui-ci.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-8 of Green Mountain Coffee Roasters, Inc. of our report dated November 20, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of Green Mountain Coffee Roasters, Inc., which appear in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, MA

March 6, 2014