to the nearest whole number) if he or she remains an Employee orDirector until the fourth anniversary of the Grant Date.   Notwithstanding the vesting schedule set forth in this § 2, Optionee shallbe fully vested with respect to 100% of the shares of Stock subject to thisOption if he or she remains an Employee or Director until the date of aChange in Control. If Optionee continues to hold this Option followingtermination of Optionee’s employment or status as a Director as provided in§ 2(d), the vested interest in the Option shall not be increased by theoccurrence of a Change in Control that occurs after the effective date ofthe termination of Optionee’s employment or status as a Director. (b) Change in Control. In the case of a Change in Control,the Option shall be subject to the provisions of § 14 of the Plan with respectto such Change in Control.  (c) Life of Option. Except for the right to exercise theOption (to the extent vested) for the period provided in § 2(d) following thetermination of Optionee’s employment or status as a Director, Optionee shallhave the right to exercise this Option (to the extent it is vested under thevesting schedule in § 2(a) on such date) until the earlier of (i) the date thatthe Option is exercised, cancelled in full or otherwise expires, or (ii) thetenth anniversary of the Grant Date.  (d) Termination of Employment or Status as a Director. IfOptionee ceases to be an Employee or a Director of Caribou and all of itsAffiliates and Subsidiaries for any reason prior to the date Optionee ispermitted to exercise this Option, Optionee shall retain this Option to theextent it is vested under the vesting schedule in § 2(a) as of the date theOptionee’s employment or status as a Director terminated, and shall bepermitted to exercise this Option to the extent vested during the ninety (90)day period following the effective date of Optionee’s termination of employmentor status as a Director, provided, however, if the Optionee’s employment orstatus as a Director is terminated due to death, his or her heirs, personalrepresentative or beneficiary shall have the ninety (90) day period extended toa one year period beginning on the date of the Optionee’s death. The Option,to the extent not exercised, shall expire at the end of the ninety (90) dayperiod following the effective date of Optionee’s termination of employment orstatus as a Director, or the one year period in the case of the Optionee’sdeath.
-2-

 
 (e) Other Conditions. At the discretion of the Committee,the grant of this Option may be conditioned on Optionee’s execution of anon-disclosure agreement, a non-solicitation agreement and/or a noncompeteagreement in the form(s) presented to Optionee. If the grant of this Option isconditioned on such agreement(s) and any such agreement is not executed on orprior to the date the Optionee executes this Option (or such later date as maybe provided by the Committee), this Option shall automatically expire at suchtime as is determined by the Committee in its sole discretion.          § 3 Method of Exercise of Option. Optionee may exercise this Option in whole or inpart (to the extent this Option is otherwise exercisable under § 2) on any normal business day ofCaribou by (1) delivering a written notice of the exercise of the Option to Caribou; and (2)simultaneously paying to Caribou the Option Price plus such sum, if any, as the Committee deemsnecessary to satisfy Optionee’s federal, state and other tax withholding requirements resultingfrom any compensation attributable to the exercise of the Option. The payment of such Option Priceand withholding taxes shall be made either in cash or by check acceptable to Caribou, or in anycombination of cash and such check which results in payment in full of the Option Price andwithholding taxes. The Committee, at its sole discretion, may also permit payment of the OptionPrice with shares of Stock held at least six (6) months, or in any combination of cash, check, orStock. At the discretion of the Committee, the Option Price may also be effected through anycashless exercise procedure which is effected by an unrelated broker through a sale of Stock in theopen market. At the sole discretion of the Committee, an Optionee may be permitted to payapplicable withholding taxes through a reduction in the number of shares of Stock transferred tothe Optionee through the exercise of this Option.          § 4 Delivery. Caribou shall deliver a properly issued certificate representing eachshare of Stock purchased pursuant to the exercise of this Option as soon as practicable after suchexercise, and such delivery shall discharge Caribou of all of its duties and responsibilities withrespect to this Option to the extent it is so exercised.          § 5 Transferability. No rights granted under this Option shall be transferable byOptionee other than by will or by the laws of descent and distribution, and the rights grantedunder this Option shall be exercisable during Optionee’s lifetime only by Optionee. The person orpersons, if any, to whom this Option is transferred due to the death of Optionee shall be treatedafter Optionee’s death the same as Optionee under this Option Agreement, provided that the Optionshall expire on the last day of the one year period that begins on the date of the Optionee’sdeath, unless it is exercised, cancelled or expires prior to such date.          § 6 No Right to Continue Employment or Service on the Board. Neither the Plan, thisOption, nor any related material shall give Optionee the right to continue in employment by Caribouor any Subsidiary or other Affiliate or to serve as a Director, nor
-3-

 
shall the Plan, this Option, nor any related material adversely affect or in any way limit theright of Caribou or any Subsidiary or Affiliate to terminate Optionee’s employment or status as aDirector with or without cause at any time.          § 7 Stockholder Status. Optionee shall have no rights as a stockholder with respectto any shares of Stock subject to this Option until such shares of Stock have been duly issued anddelivered to Optionee pursuant to a proper exercise of this Option, and no adjustment shall be madefor dividends of any rights or any kind or description whatsoever or for distributions of otherrights of any kind or description whatsoever respecting such shares of Stock, except as expresslyset forth in the Plan.          § 8 Other Laws. Caribou shall have the right to refuse to issue or transfer anyshares of Stock under this Option if Caribou, acting in its absolute discretion, determines thatthe issuance or transfer of such shares of Stock might violate any applicable law or regulation.In such event, any payment tendered to exercise this Option shall be promptly refunded to Optionee,and Caribou at that point shall have the right to cancel this Option or to take such other actionwith respect to this Option as Caribou deems appropriate under the circumstances.          § 9 Governing Law. The Plan and this Option shall be governed by the laws of theState of Minnesota, without regard to the choice of law rules thereof.          § 10 Modification, Amendment and Cancellation. The Board shall have the rightunilaterally to modify, amend or cancel this Option in accordance with the terms of the Plan. Thenumber of shares of Stock and the Option Price may be adjusted in accordance with the terms of thePlan to reflect any change in the capitalization of Caribou or a corporate transaction described inSection 424(a) of the Code which does not constitute a Change in Control of the Company. TheCommittee shall also have the right to amend the Option or withhold or restrict the transfer of anyshare of Stock to Optionee hereunder if the Committee deems it appropriate in order to satisfy anycondition or requirement under applicable securities laws.          § 11 Binding Effect. This Option shall be binding upon Caribou and Optionee and theirrespective heirs, executors, administrators, successors and assigns.          § 12 References. Any references to sections (§) in this Option Agreement shall be tosections (§) of this Option Agreement unless otherwise expressly stated as part of such reference.
-4-

 
     By execution of this Option Agreement, Optionee and Caribou agree to be bound by the terms andconditions of the Plan and this Option Agreement.       OPTIONEE:            CARIBOU COFFEE COMPANY, INC.       By:         Title: Vice President of Human Resources     
-5-