exv10w1







Exhibit 10.1







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



RSU - U.S.



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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:



“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. Withholding




     3.1 The Participant is ultimately responsible for all taxes owned in connection with this
Restricted Stock Unit Award, including but not limited to any domestic or foreign tax withholding
obligation required by law, whether national, federal, state or local, including FICA or any other
social tax obligation (the “Tax Withholding Obligation”), regardless of any action the Company
takes with respect to any such Tax Withholding Obligation that arises in connection with this
Restricted Stock Unit Award. The Company may refuse to issue any Shares to the Participant until
he or she satisfies the Tax Withholding Obligation.



     3.2 Notwithstanding the foregoing, to the maximum extent permitted by law, the Company has the
right to retain, without notice to the Participant, from Shares issuable under this Restricted
Stock Unit Award or from salary or other amounts payable to the Participant, Shares or cash having
a value sufficient to satisfy the Tax Withholding Obligation. The Company currently intends to
satisfy such Tax Withholding Obligation by retaining Shares otherwise issuable under this
Restricted Stock Unit Award.


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.




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5. 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.



6. 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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