exv10w3









Exhibit 10.3







STARBUCKS CORPORATION

RESTRICTED STOCK UNIT GRANT AGREEMENT

UNDER THE KEY EMPLOYEE SUB-PLAN TO THE

2005 LONG-TERM EQUITY INCENTIVE PLAN

(PERFORMANCE-BASED)




     
FOR VALUABLE CONSIDERATION, STARBUCKS CORPORATION (the “Company”), does hereby grant to the individual named below (the “Participant”) an award (the “Award”) for the number of restricted stock units (the “Restricted Stock Units”) as set forth below, effective on the Date of Grant set forth below.  The Restricted Stock Units granted under this Restricted Stock Unit Agreement (this “Agreement”) are intended to qualify as “qualified
performance-based compensation” as
described in Section 162(m)(4)(C) of the Code.
The Restricted Stock Units granted under this Agreement shall, subject to the attainment of certain
performance goals set forth below (the “Performance Goals”),
relating to the Performance Criteria specified in the 2005 Long-Term Equity Incentive Plan,
vest and become payable in shares of Common Stock (the “Shares”),
 subject to earlier expiration or termination of the Restricted Stock Units as provided in this Agreement.
The Restricted Stock Units shall be subject to the terms and conditions of this Agreement and the terms
 and conditions of the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan (the “Plan”).
 Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions
 as in the Plan.





	 	 	 
	
Partner Name




	
Partner #







	 	 	 	 	 
	 	 	Target # of Restricted Stock	 	 
	Date of Grant	 	Units	 	Performance Period
	





                                        
	 	The actual number of Shares
that may become issuable
pursuant to the Award shall
be determined in accordance
with Section 1 below. For
purposes of the percentage
calculations set forth in
the Performance Goal
Requirements section, the
target number of RSUs
granted is «                    »
(“Target Number RSUs”).
	 	[•]





1. Vesting Schedule. The number of Restricted Stock Units granted under the Award that
actually vest and that will be settled shall be determined pursuant to a two-step process: (i)
first the maximum number of Restricted Stock Units that are eligible to vest shall be calculated as
provided under Section 1.1 hereof on the basis of the level at which the Performance Goal specified
on attached Schedule I is actually


 









 






 attained and (ii) then the maximum number of Restricted Stock
Units calculated under clause (i) that will actually vest shall be determined on the basis of the
Participant’s completion of the requirements set forth in Section 1.2 hereof.




     1.1 Performance Goal Requirements. The attached Schedule I specifies the Performance
Goals required to be attained during the Performance Period in order for the Restricted Stock Units
to become eligible to vest. Within one hundred and twenty (120) days after the completion of the
Performance Period, the Committee shall determine and certify the actual level of attainment of the
Performance Goal. On the basis of that certified level of attainment, the Target Number RSUs will
be multiplied by the applicable percentage determined in accordance with the percentile matrix set
forth in Schedule I (the “Performance RSUs”). The number of Performance RSUs resulting from such
calculation shall constitute the maximum number of Restricted Stock Units in which the Participant
may vest under this Award. The Committee will determine in its sole discretion and certify in
accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the
Performance Goal has been satisfied, and it will retain sole discretion to reduce the number of
Performance RSUs that would otherwise be eligible to vest as a result of the performance as
measured against the Performance Goal. The Committee may not increase the number of Performance
RSUs that may be eligible to vest as a result of the Company’s performance as measured against the
Performance Goal. The Committee, for purposes of this Award, shall consist solely of Independent
Directors.



     1.2 Active Status Vesting. Subject to the terms and conditions of this Award, a
number of Performance RSUs will vest as detailed in the attached Schedule II of this
agreement, subject to the Participant’s continued Active Status through the applicable vesting
date.


2. Form and Timing of Payment of Vested Units. Subject to the other terms of this
Agreement and the terms of the Plan, any Restricted Stock Units that vest will be paid to the
Participant solely in whole Shares (and not in cash, as the Plan permits), on, or as soon as
practicable after, the date the Restricted Stock Units vest in accordance with Section 1.2 hereof,
but in any event, within the period ending on the later to occur of the date that is two and
one-half months from the end of (i) the Participant’s tax year that includes the date the
Restricted Stock Units vest or (ii) the Company’s tax year that includes the date the Restricted
Stock Units vest.



3. Termination of Employment; Change of Control.




     3.1 Termination of Employment. Except as provided in Section 3.2 below, any unvested
Restricted Stock Units subject to this Agreement shall immediately terminate and be automatically
forfeited by the Participant to the Company upon the termination of the Participant’s Active Status
with the Company for any reason (as further described in Section 6(j) below), including without
limitation, voluntary termination by the Participant, termination because of the Participant’s
Retirement, Disability or death or termination by the Company because of Misconduct.



     3.2
Change of Control. Upon a Change of Control,
the vesting of the Performance RSUs shall accelerate and the
Performance RSUs shall become fully vested and payable to the
extent and under the terms and conditions set forth in the Plan; provided that, for purposes of
this Section 3.2, “Resignation (or Resign) for Good Reason” shall have the following meaning:


“Resignation (or Resign) for Good Reason” shall mean any voluntary termination by written
resignation of the Active Status of a Participant after a Change of Control because of: (1) a
material reduction in the Partner’s authority, responsibilities or scope of employment; (2) an
assignment of duties to the Partner materially inconsistent with the Partner’s role at the Company
(including its Subsidiaries) prior to the


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Change of Control, (3) a material reduction in the
Partner’s base salary or total incentive compensation; (4) a material reduction in the Partner’s
benefits unless such reduction applies to all Partners of comparable rank; or (5) the relocation of
the Partner’s primary work location more than 50 miles from the Partner’s primary work location
prior to the Change of Control. Notwithstanding the foregoing, a Participant shall not be deemed
to have Resigned for Good Reason unless the Participant, within one year
after a Change of Control, (i) notifies the Company of the existence of the condition giving rise
to a Resignation for Good Reason within 90 days of the initial existence of such condition, (ii)
gives the Company at least 30 days following the date on which the Company receives such notice
(and prior to termination) in which to remedy the condition, and (iii) if the Company does not
remedy such condition within such 30-day period, actually terminates employment within 60 days
after the expiration of such 30-day period (and before the Company remedies such condition). If
the Company remedies such condition within such 30-day period (or at any time prior to the
Participant’s actual termination), then any Resignation for Good Reason by the Participant on
account of such condition will not be a Resignation for Good Reason.



4. Code Section 409A. Payments made pursuant to this Agreement and the Plan are intended
to qualify for an exception from Section 409A of the Internal Revenue Code. Notwithstanding any
other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or
advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally
amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the
Participant qualify for exemption from or comply with Code Section 409A; provided, however, that
the Company makes no representations that the Restricted Stock Units shall be exempt from or comply
with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the
Restricted Stock Units.



5. Withholding Taxes. Regardless of any action the Company and/or the Subsidiary employing
the Participant (the “Employer”) take with respect to any or all income tax (including U.S.
federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax or other
tax-related items related to the Participant’s participation in the Plan and legally applicable to
the Participant (“Tax-Related Items”), the Participant hereby acknowledges that the ultimate
liability for all Tax-Related Items with respect to the Participant’s grant of Restricted Stock
Units, vesting of the Restricted Stock Units, or the issuance of Shares (or payment of cash, as
applicable) in settlement of vested Restricted Stock Units is and remains the Participant’s
responsibility and may exceed the amount actually withheld by the Company or the Employer. The
Participant further acknowledges that the Company and/or the Employer (i) make no representations
or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of
the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the
Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the
subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend
equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the
Award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s
liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the
Participant has become subject to tax in more than one jurisdiction between the Date of Grant and
the date of any relevant taxable event, the Participant acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related
Items in more than one jurisdiction.



Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay or
make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all
Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the
Employer, or their respective agents, in their sole discretion and without any notice to or
authorization by the Participant, to satisfy the obligations with regard to all Tax-Related Items
by one or a combination of the following:




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	 	(a)	 	withholding from the Participant’s wages or other cash compensation paid by the
Company and/or the Employer; or
	 
	 	(b)	 	withholding from proceeds of the sale of Shares issued in settlement of the
vested Restricted Stock Units, either through a voluntary sale or through a mandatory
sale arranged by the Company (on the Participant’s behalf pursuant to this
authorization), to
the extent and in the manner permitted by all applicable securities laws, including
making any necessary securities registration or taking any other necessary actions;
or
	 
	 	(c)	 	withholding in Shares to be issued in settlement of the vested Restricted Stock
Units that number of whole Shares the fair market value of which (determined by
reference to the closing price of the Common Stock on the principal exchange on which
the Common Stock trades on the date the withholding obligation arises, or if such date
is not a trading date, on the next preceding trading date) is equal to the aggregate
withholding obligation as determined by the Company and/or the Employer with respect to
such Award.




To avoid unfavorable accounting treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding amounts or other applicable
withholding rates. If the Company satisfies the withholding obligation for Tax-Related Items by
withholding a number of Shares being issued under the Award as described above, the Participant
hereby acknowledges that, for tax purposes, the Participant is deemed to have been issued the full
number of Shares subject to the Award, notwithstanding that a number of the Shares is held back
solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s
participation in the Plan. In the event the Tax-Related Items withholding obligation would result
in a fractional number of Shares to be withheld by the Company, such number of Shares to be
withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of
Shares, the value of the number of Shares retained by the Company pursuant to this provision is
more than the amount required to be withheld, then the Company may pay such excess amount to the
relevant tax authority as additional withholding with respect to the Participant.



Finally, the Participant hereby acknowledges that the Participant is required to pay to the Company
or the Employer any amount of Tax-Related Items that the Employer may be required to withhold or
account for as a result of the grant, vesting of the Participant’s Restricted Stock Units, or the
issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the
means previously described. The Participant hereby acknowledges that the Company may refuse to
issue or deliver the Shares in settlement of the vested Restricted Stock Units, or to deliver the
proceeds of the sale of Shares issued in settlement of the vested Restricted Stock Units, to the
Participant if the Participant fails to comply with the Participant’s obligations in connection
with the Tax-Related Items. The Participant shall have no further rights with respect to any
Shares that are retained by the Company pursuant to this provision, and under no circumstances will
the Company be required to issue any fractional Shares.



6. Nature of Grant. In accepting the Restricted Stock Units, the Participant acknowledges
that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be
modified, amended, suspended or terminated by the Company at any time; (b) grant of the Award is
voluntary and occasional and does not create any contractual or other right to receive future
grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted
Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future
awards of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) the
Participant’s participation in the Plan is voluntary; (e) Restricted Stock Units are extraordinary
items that do not constitute regular compensation for services rendered to the Company or any
Subsidiary, and that are outside the scope of the Participant’s employment contract, if any; (f)
Restricted Stock Units and the Shares subject to Restricted Stock Units are not intended to replace
any pension rights or compensation; (g) Restricted Stock Units and the Shares


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 subject to Restricted
Stock Units are not part of normal or expected compensation or salary for any purposes, including,
but not limited to, calculating any severance, resignation, redundancy or end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in
no event should be considered as compensation for, or relating in any way to, past services for the
Company or any Subsidiary; (h) the award of Restricted Stock Units and the Participant’s
participation in the Plan shall not be interpreted to form an employment contract or relationship
with the
Company or any Subsidiary; (i) the future value of the underlying Shares is unknown and cannot be
predicted with certainty; (j) in consideration of the award of Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units
resulting from termination of employment with the Company or any Subsidiary (for any reason
whatsoever and whether or not in breach of local labor laws), and the Participant irrevocably
releases the Company and/or the Subsidiary 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, the
Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
(k) in the event of involuntary termination of the Participant’s employment (whether or not in
breach of local labor laws), the Participant’s right to receive Restricted Stock Units and vest
under the Plan, if any, will terminate effective as of the date that the Participant’s Active
Status is terminated and will not be extended by any notice period mandated under local law (e.g.,
active employment would not include a period of “garden leave” or similar period pursuant to local
law), and the Company shall have the exclusive discretion to determine when the Participant is no
longer actively employed for purposes of the Award; and (l) the Restricted Stock Units and the
benefits under the Plan, if any, will not automatically transfer to another company in the case of
a merger, takeover or transfer of liability.



7. No Advice Regarding Grant. 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. The Participant is
hereby advised to consult with his or her own personal tax, legal and financial advisors regarding
the Participant’s participation in the Plan before taking any action related to the Plan.



8. Data Privacy. The Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of the Participant’s personal data as
described in this Agreement by and among, as applicable, the Employer, the Company, and any
Subsidiary for the exclusive purpose of implementing, administering and managing the Participant’s
participation in the Plan.



The Participant understands that the Company and the Employer may hold certain personal information
about the Participant, including, but not limited to, the Participant’s name, home address and
telephone number, e-mail address, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company or
any Affiliate, details of all Restricted Stock Units or any other entitlement to Shares of stock
awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the
exclusive purpose of implementing, administering and managing the Plan (“Personal Data”).



The Participant understands that Personal Data may be transferred to Fidelity, or such other stock
plan service provider as may be selected by the Company in the future, which is assisting the
Company with the implementation, administration and management of the Plan, that these recipients
may be located in the Participant’s country, or elsewhere, and that the recipient’s country (e.g.,
the United States) may have different data privacy laws and protections than the Participant’s
country. The Participant understands that he or she may request a list with the names and
addresses of any potential recipients of the Personal Data by contacting the Participant’s local
human resources representative. The Participant authorizes the Company, Fidelity and any other
possible recipients which may assist the Company (presently or in the


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 future) with implementing,
administering and managing the Plan to receive, possess, use, retain and transfer the Personal
Data, in electronic or other form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of such Personal Data as
may be required to a broker or other third party with whom the Participant may elect to deposit any
Shares received upon vesting of the Restricted Stock Units. The Participant understands that
Personal Data will be held only as long as is necessary to implement, administer and manage the
Participant’s participation in the Plan. The Participant understands that he or she may, at any
time, view Personal Data, request additional information about the storage and processing of
Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents
herein, without cost, by contacting in writing the Participant’s local human resources
representative. The Participant understands, however, that refusal or withdrawal of consent may
affect the Participant’s ability to realize benefits from the Restricted Stock Units. For more
information on the consequences of the Participant’s refusal to consent or withdrawal of consent,
the Participant understands that he or she may contact his or her local human resources
representative.



9. Governing Law. The Award grant and the provisions of this Agreement are governed by,
and subject to, the laws of the State of Washington, as provided in the Plan. For purposes of
litigating any dispute that arises under this grant or the Agreement, the parties hereby submit to
and consent to the jurisdiction of the State of Washington, and agree that such litigation shall be
conducted in the courts of King County, or the United States District Court for the Western
District of Washington, and no other courts, where this grant is made and/or to be performed.



10. Language. If the Participant has received this Agreement or any other document related
to the Plan 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 take precedence.



11. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to current or future participation in the Plan by electronic means. 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 another third party designated by the Company.



12. Severability. The provisions of this 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. Undertaking. The Participant hereby agrees to take whatever additional action and
execute whatever additional documents the Company may deem necessary or advisable in order to carry
out or effect one or more of the obligations or restrictions imposed on either the Participant or
the Restricted Stock Units pursuant to the provisions of this Agreement.



14. Appendix. Notwithstanding any provisions in this Agreement, the award of Restricted
Stock Units shall be subject to any special terms and conditions set forth in any Appendix to this
Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the
countries included in this Agreement, the special terms and conditions for such country shall apply
to the Participant, to the extent the Company determines that application of such terms and
conditions is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. The Appendix constitutes part of this Agreement.



15. Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on
any


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Shares acquired under the Plan, to the extent that the Company determines it is necessary or
advisable in order to comply with local law or facilitate the administration of the Plan, and to
require the Participant to sign any additional agreements or undertakings (as provided in Section
13 above) that may be necessary to accomplish the foregoing.



By the Participant’s signature and the Company’s signature below, the Participant and the Company
agree that this grant is governed by this Agreement and the Plan.



EXECUTED as of                                    .




	 	 	 	 	 	 	 
	 	 	STARBUCKS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its
	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 
	 

	 	 	 	 	 	 





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SCHEDULE I

to

Restricted Stock Units Award Agreement

(Performance-Based)




PERFORMANCE GOAL




     The Performance Goal shall be based on the Company’s attainment over the Performance Period of
the Performance Criteria (defined below). Attainment of the Performance Goal at the levels in the
following performance matrix will determine, in accordance with Section 1.1 of the Agreement to
which this Schedule I is attached, the number of Performance RSUs in which the Participant is
eligible to vest.



	 	 	 
	RSU Award Payout Determined by Objective
	Performance Goal
	[•]
	 	[•]%
	[•]
	 	[•]%
	[•]
	 	[•]%
	[•]
	 	[•]%
	[•]
	 	[•]%
	[•]
	 	[•]%
	[•]
	 	[•]%
	[•]
	 	[•]%





Performance
criteria shall equal [•]













 






SCHEDULE II

to

Restricted Stock Units Award Agreement

(Performance-Based)




VESTING SCHEDULE



Subject to the terms and conditions of this Award, a number of Restricted Stock Units equal to [•]%
of the Performance RSUs shall vest on the [•] anniversary of the Date of Grant, and a number of
Restricted Stock Units equal to the remaining [•]% of the Performance RSUs shall vest on the [•]
anniversary of the Date of Grant, subject to the Participant’s continued Active Status through the
applicable vesting date.




	 	 	 
	Vesting Schedule:
	 	[•]% # RSUs] on [•]
	 
	 	[•]% # RSUs] on [•]