exv10w2







Exhibit 10.2







STARBUCKS CORPORATION

RESTRICTED STOCK UNIT GRANT AGREEMENT

UNDER THE KEY EMPLOYEE SUB-PLAN TO THE

2005 LONG-TERM EQUITY INCENTIVE PLAN




          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 shall vest and become payable in shares of Common Stock
(the “Shares”) according to the vesting schedule described below, subject to earlier expiration or
termination of the Restricted Stock Units as provided in this Restricted Stock Unit Grant Agreement
(“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 (together, the “Plan”). Capitalized terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the Plan.




	 	 
	Participant:

	 
	Number of Units:
	 
	Date of Grant:
	 
	Vesting Schedule:
	 






     1. Form and Timing of Payment of Vested Units. Each Restricted Stock Unit represents the
right to receive one Share of Common Stock on the date the Restricted Stock Unit vests (the
“Vesting Date”). 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 of Common
Stock (and not in cash, as the Plan permits), on, or as soon as practicable after, the Vesting
Date, 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 applicable Vesting
Date or (ii) the Company’s tax year that includes the applicable Vesting Date.



2. Termination of Employment; Change of Control.




          2.1 Termination of Employment. Except as provided in Section 2.2 below, the
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
Service with the Company for any reason, 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.




          2.2 Change of Control. Upon a Change of Control, the vesting of the Restricted Stock
Units shall accelerate and the Restricted Stock Units 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 2.2, “Resignation (or Resign) for Good Reason” shall have the following meaning:



RSU - International



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“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 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.



3. 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.



4. 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 (“Tax-Related Items”), the Participant hereby acknowledges that the ultimate
liability for all Tax-Related Items due by the Participant 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) in settlement of vested Restricted Stock Units is and remains the Participant’s
responsibility and 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 (ii) do not commit 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.



Prior to the relevant tax withholding event, as applicable, the Participant shall pay or make
adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding
obligations of the Company and/or the Employer with respect to Tax-Related Items. In this regard,
the Participant hereby authorizes the Company and/or the Employer, in their sole discretion and
without any notice to or authorization by the Participant, to withhold from the Shares being
distributed under this Award upon vesting 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 Employer with respect to such Award, provided that
the Company only withholds the number of Shares necessary to satisfy the minimum


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 withholding amount
(or such other amount that does not trigger unfavorable accounting, as determined by the Company in
its sole discretion). If the Company satisfies the withholding obligation for Tax-Related Items by
withholding a number of Shares being distributed under the Award as described above, the
Participant hereby acknowledges that 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 grant, vesting and/or settlement of the
Restricted Stock Units. 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.



Alternatively, or in addition, the Company may (a) only 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, sell, or instruct the broker whom it has selected for this purpose to
sell the Shares to be issued upon the vesting or settlement, as applicable, of the Participant’s
Restricted Stock Units to meet the withholding obligation for Tax-Related Items, and/or (b)
withhold all applicable Tax-Related Items payable by the Participant from the Participant’s wages
or other cash compensation paid to the Participant by the Company and/or the Employer.



Finally, the Participant hereby acknowledges that the Participant is required to pay to the
Employer any amount of Tax-Related Items that the Employer may be required to withhold 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 deliver the Shares
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 as described in
this Section 4. 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.



5. Nature of Grant. In accepting the Restricted Stock Units, the Participant acknowledges
that: (a) the 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; (b) all
decisions with respect to future awards of Restricted Stock Units, if any, will be at the sole
discretion of the Company; (c) the Participant’s participation in the Plan is voluntary; (d)
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; (e) 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;
(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(g) in consideration of the award of Restricted Stock Units, no claim or entitlement to
compensation or damages shall arise from termination of the Restricted Stock Units or any
diminution in value of the Restricted Stock Units or Shares received when the Restricted Stock
Units vest resulting from termination of employment by 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, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived
his or her entitlement to pursue such claim; (h) in the


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 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 is no longer actively employed 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; (i) 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 (j) 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.



6. 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 any
third 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
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 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.



7. 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


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 the State of Washington, and agree that such litigation shall be
conducted in the courts of King County, or the federal courts for the United States for the 9th
Circuit, where this grant is made and/or to be performed.



8. 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 translated version is
different than the English version, the English version will take precedence.



9. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to the Restricted Stock Unit Award and participation in the Plan or future Awards
that may be granted under the Plan by electronic means or to request the Participant’s consent to
participate in the Plan by electronic means. The Participant hereby consents to receive such
documents by electronic delivery and, if requested, to agree 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.



10. 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.



11. 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.



12. Restrictions on Transfer. Notwithstanding anything in the Plan to the contrary, the
Restricted Stock Units granted pursuant to this Award may not be sold, pledged (as collateral for a
loan or as security for the performance of an obligation or for any other purpose), assigned,
hypothecated, transferred, disposed of in exchange for consideration, made subject to attachment or
similar proceedings, or otherwise disposed of under any circumstances.



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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