Exhibit
10.3

     

    Peet’s
Coffee & Tea, Inc.

    Restricted Stock Unit Grant
Notice

    (2010
Equity Incentive Plan)

     

    Peet’s Coffee & Tea, Inc. (the
“Company”), pursuant to its 2010 Equity
Incentive Plan (the “Plan”), hereby awards to Participant a
Restricted Stock Unit Award for the number of shares of the Company’s
Common Stock set forth below (the “Award”).  The Award is subject to
all of the terms and conditions as set forth herein and in the Plan and the
Restricted Stock Unit Agreement, both of which are attached hereto and
incorporated herein in their entirety.  Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Plan or the
Restricted Stock Unit Agreement.  In the event of any conflict between
the terms in the Award and the Plan, the terms of the Plan shall
control.

     

    
      
        
          
            
              	
                      Participant:

                    	 
      	 
      
	
                      Date
      of Grant:

                    	 
      	 
      
	
                      Number
      of Shares Subject to Award:

                    	 
      	 
      
	
                      Consideration:

                    	 
      	
                      Participant’s
      Services

                    


            

          

        

      

    

    


    
      
        	
                Vesting
      Schedule:

              	 
      	
                [__________________________________________________________________];
      

                provided,
      however, that vesting shall cease upon Participant’s termination of
      Continuous Service.

              
	 
      	 
      	 
      
	
                Issuance
      Schedule:

              	 
      	
                The
      shares will be issued in accordance with the issuance schedule set forth
      in Section 6 of the Restricted Stock Unit
  Agreement.

              


      

    

    


    Additional
Terms/Acknowledgements:  The undersigned Participant
acknowledges receipt of, and understands and agrees to, this Restricted Stock
Unit Grant Notice, the Restricted Stock Unit Agreement and the
Plan.  Participant further acknowledges that as of the Date of Grant,
this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement and
the Plan set forth the entire understanding between Participant and the Company
regarding the Award and supersedes all prior oral and written agreements on that
subject.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Peet’s
      Coffee & Tea, Inc.:

                            	 
      	
                              Participant:

                            
	 
      	 
      	 
      	 
      
	
                              By:

                            	 
      	 
      	 
      
	 
      	
                              Signature

                            	 
      	
                              Signature

                            
	 	 	 	 	 
	
                              Title:

                            	 
      	 
      	
                              Date:

                            	 
      
	 	 	 	 
	
                              Date:

                            	 
      	 
      	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      	
              Attachments:

            	
              Restricted
      Stock Unit Agreement, 2010 Equity Incentive
Plan

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Peet’s
Coffee & Tea, Inc.

    2010
Equity Incentive Plan

     

    Restricted
Stock Unit Agreement

     

    Pursuant
to the Restricted Stock Unit Grant Notice (“Grant
Notice”) and this Restricted Stock Unit Agreement and in consideration of
your services, Peet’s Coffee & Tea, Inc. (the “Company”)
has awarded you a Restricted Stock Unit Award (the “Award”)
under its 2010 Equity Incentive Plan (the “Plan”).
Your Award is granted to you effective as of the Date of Grant set forth in the
Grant Notice for this Award.  This Restricted Stock Unit Award
Agreement shall be deemed to be agreed to by the Company and you upon the
signing by you of the Restricted Stock Unit Grant Notice to which it is
attached.  Capitalized terms not explicitly defined in this Restricted
Stock Unit Agreement  shall have the same meanings given to them in
the Plan.  In the event of any conflict between the terms in this
Restricted Stock Unit Agreement and the Plan, the terms of the Plan shall
control.  The details of your Award, in addition to those set forth in
the Grant Notice and the Plan, are as follows.

     

    1.           Grant of
the Award.    This Award represents the right to be
issued on a future date the number of shares of the Company’s Common Stock as
indicated in the Grant Notice.  As of the Date of Grant, the Company
will credit to a bookkeeping account maintained by the Company for your benefit
(the “Account”)
the number of shares of Common Stock subject to the Award.  This Award
was granted in consideration of your services to the Company.  Except
as otherwise provided herein, you will not be required to make any payment to
the Company (other than past and future services to the Company) with respect to
your receipt of the Award, the vesting of the shares or the delivery of the
underlying Common Stock.

     

    2.           Vesting.  Subject to the
limitations contained herein, your Award will vest, if at all, in accordance
with the vesting schedule provided in the Grant Notice, provided that vesting
will cease upon the termination of your Continuous
Service.   Upon such termination of your Continuous Service, the
shares credited to the Account that were not vested on the date of such
termination will be forfeited at no cost to the Company and you will have no
further right, title or interest in or to such underlying shares of Common
Stock.

     

    3.           Number of
Shares.

     

    (a)           
The number of shares subject to your Award may be adjusted from time to time for
Capitalization Adjustments, as provided in the Plan.

     

    (b)           Any
shares, cash or other property that become subject to the Award pursuant to this
Section 3, if any, shall be subject, in a manner determined by the Board, to the
same forfeiture restrictions, restrictions on transferability, and time and
manner of delivery as applicable to the other shares covered by your
Award.


    
      
         


      

      
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    (c)           Notwithstanding
the provisions of this Section 3, no fractional shares or rights for fractional
shares of Common Stock shall be created pursuant to this Section
3.  The Board shall, in its discretion, determine an equivalent
benefit for any fractional shares or fractional shares that might be created by
the adjustments referred to in this Section 3.

     

    4.           Securities
Law Compliance.  You may not be
issued any shares under your Award unless either (i) the shares are registered
under the Securities Act; or (ii) the Company has determined that such issuance
would be exempt from the registration requirements of the Securities Act. Your
Award also must comply with other applicable laws and regulations governing the
Award, and you will not receive such shares if the Company determines that such
receipt would not be in material compliance with such laws and
regulations.

     

    5.           Limitations
on Transfer.  Your Award is not
transferable, except by will or by the laws of descent and
distribution.  In addition to any other limitation on transfer created
by applicable securities laws, you agree not to assign, hypothecate, donate,
encumber or otherwise dispose of any interest in any of the shares of Common
Stock subject to the Award until the shares are issued to you in accordance with
Section 6 of this Agreement.  After the shares have been issued to
you, you are free to assign, hypothecate, donate, encumber or otherwise dispose
of any interest in such shares provided that any such actions are in compliance
with the provisions herein and applicable securities
laws.  Notwithstanding the foregoing, by delivering written notice to
the Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to receive
any distribution of Common Stock to which you were entitled at the time of your
death pursuant to this Agreement.

     

    6.           Date
of Issuance.

     

    (a)           The
Company will deliver to you a number of shares of the Company’s Common Stock
equal to the number of vested shares subject to your Award, including any
additional shares received pursuant to Section 3 above that relate to those
vested shares on the applicable vesting date(s).  However, if a
scheduled delivery date falls on a date that is not a business day, such
delivery date shall instead fall on the next following business
day.

     

    (b)           Notwithstanding
the foregoing, in the event that (i) you are subject to the Company’s policy
permitting officers and directors to sell shares only during certain “window”
periods, in effect from time to time or you are otherwise prohibited from
selling shares of the Company’s Common Stock in the public market and any shares
covered by your Award are scheduled to be delivered on a day (the “Original
Distribution Date”) that does not occur during an open “window period”
applicable to you, as determined by the Company in accordance with such policy,
or does not occur on a date when you are otherwise permitted to sell shares of
the Company’s common stock on the open market, and (ii) the Company elects not
to satisfy its tax withholding obligations by withholding shares from your
distribution, then such shares shall not be delivered on such Original
Distribution Date and shall instead be delivered on the first business day of
the next occurring open “window period” applicable to you pursuant to such
policy (regardless of whether you are still providing Continuous Service at such
time) or the next business day when you are not prohibited from selling shares
of the Company’s Common Stock in the open market, but in no event later than the
fifteenth (15th) day of the third calendar month of the calendar year following
the calendar year in which the shares covered by the Award
vest.  Delivery of the shares is intended to comply with the
requirements for the short-term deferral exemption available under Treasury
Regulation 1.409A-1(b)(4) and shall be construed and administered in such
manner.  The form of such delivery of the shares (e.g., a stock certificate or
electronic entry evidencing such shares) shall be determined by the
Company.


    
      
         


      

      
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    7.           Dividends. You shall receive no
benefit or adjustment to your Award with respect to any cash dividend, stock
dividend or other distribution that does not result from a Capitalization
Adjustment as provided in the Plan; provided, however, that this sentence shall
not apply with respect to any shares of Common Stock that are delivered to you
in connection with your Award after such shares have been delivered to
you.

     

    7.           Restrictive
Legends.  The shares issued under your Award shall be endorsed
with appropriate legends determined by the Company.

     

    8.           Award not a
Service Contract.

     

    (a)           Your
Continuous Service with the Company or an Affiliate is not for any specified
term and may be terminated by you or by the Company or an Affiliate at any time,
for any reason, with or without cause and with or without notice.  Nothing
in this Restricted Stock Unit Agreement (including, but not limited to, the
vesting of your Award pursuant to the schedule set forth in Section 2 herein or
the issuance of the shares subject to your Award), the Plan or any covenant of
good faith and fair dealing that may be found implicit in this Restricted Stock
Unit Agreement or the Plan shall:  (i) confer upon you any right to
continue in the employ of, or affiliation with, the Company or an Affiliate;
(ii) constitute any promise or commitment by the Company or an Affiliate
regarding the fact or nature of future positions, future work assignments,
future compensation or any other term or condition of employment or affiliation;
(iii) confer any right or benefit under this Restricted Stock Unit Agreement or
the Plan unless such right or benefit has specifically accrued under the terms
of this Agreement or Plan; or (iv) deprive the Company of the right to terminate
you at will and without regard to any future vesting opportunity that you may
have.

     

    (b)           By
accepting this Award, you acknowledge and agree that the right to continue
vesting in the Award pursuant to the schedule set forth in Section 2 is earned
only by continuing as an employee, director or consultant at the will of the
Company (not through the act of being hired, being granted this Award or any
other award or benefit) and that the Company has the right to reorganize, sell,
spin-out or otherwise restructure one or more of its businesses or Affiliates at
any time or from time to time, as it deems appropriate (a
“reorganization”).  You further acknowledge and agree that such a
reorganization could result in the termination of your Continuous Service, or
the termination of Affiliate status of your employer and the loss of benefits
available to you under this Restricted Stock Unit Agreement, including but not
limited to, the termination of the right to continue vesting in the
Award.  You further acknowledge and agree that this Restricted Stock
Unit Agreement, the Plan, the transactions contemplated hereunder and the
vesting schedule set forth herein or any covenant of good faith and fair dealing
that may be found implicit in any of them do not constitute an express or
implied promise of continued engagement as an employee or consultant for the
term of this Agreement, for any period, or at all, and shall not interfere in
any way with your right or the Company’s right to terminate your Continuous
Service at any time, with or without cause and with or without
notice.


    
      
         


      

      
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    9.           Withholding
Obligations.

     

    (a)           On
or before the time you receive a distribution of the shares subject to your
Award, or at any time thereafter as requested by the Company, you hereby
authorize any required withholding from the Common Stock issuable to you and/or
otherwise agree to make adequate provision in cash for any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of the
Company or any Affiliate which arise in connection with your Award (the “Withholding
Taxes”).  Additionally, the Company may, in its sole
discretion, satisfy all or any portion of the Withholding Taxes obligation
relating to your Award by any of the following means or by a combination of such
means: (i) withholding from any compensation otherwise payable to you by the
Company; (ii) causing you to tender a cash payment; or (iii) withholding shares
of Common Stock from the shares of Common Stock issued or otherwise issuable to
you in connection with the Award with a Fair Market Value (measured as of the
date shares of Common Stock are issued to pursuant to Section 6) equal to the
amount of such Withholding Taxes; provided, however, that the number of such
shares of Common Stock so withheld shall not exceed the amount necessary to
satisfy the Company’s required tax withholding obligations using the minimum
statutory withholding rates for federal, state, local and foreign tax purposes,
including payroll taxes, that are applicable to supplemental taxable
income.

     

    (b)           Unless
the tax withholding obligations of the Company and/or any Affiliate are
satisfied, the Company shall have no obligation to deliver to you any Common
Stock.

     

    (c)           In
the event the Company’s obligation to withhold arises prior to the delivery to
you of Common Stock or it is determined after the delivery of Common Stock to
you that the amount of the Company’s withholding obligation was greater than the
amount withheld by the Company, you agree to indemnify and hold the Company
harmless from any failure by the Company to withhold the proper
amount.

     

    10.         Unsecured
Obligation.  Your Award is unfunded, and as a holder of a
vested Award, you shall be considered an unsecured creditor of the Company with
respect to the Company’s obligation, if any, to issue shares pursuant to this
Agreement.  You shall not have voting or any other rights as a
stockholder of the Company with respect to the shares to be issued pursuant to
this Agreement until such shares are issued to you pursuant to Section 6 of this
Agreement.   Upon such issuance, you will obtain full voting and
other rights as a stockholder of the Company.  Nothing contained in
this Agreement, and no action taken pursuant to its provisions, shall create or
be construed to create a trust of any kind or a fiduciary relationship between
you and the Company or any other person.

     

    11.         Other
Documents.  You hereby acknowledge receipt or the right to
receive a document providing the information required by Rule 428(b)(1)
promulgated under the Securities Act, which includes the Plan
prospectus.  In addition, you acknowledge receipt of the Company’s
policy permitting officers and directors to sell shares only during certain
“window” periods and the Company’s insider trading policy, in effect from time
to time.


    
      
         


      

      
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    12.         Notices.  Any notices
provided for in your Award or the Plan shall be given in writing and shall be
deemed effectively given upon receipt or, in the case of notices delivered by
the Company to you, five (5) days after deposit in the United States mail,
postage prepaid, addressed to you at the last address you provided to the
Company.  Notwithstanding the foregoing, the Company may, in its sole
discretion, decide to deliver any documents related to participation in the Plan
and this Award by electronic means or to request your consent to participate in
the Plan by electronic means.  You 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.

     

    13.         Miscellaneous.

     

    (a)           The
rights and obligations of the Company under your Award shall be transferable to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors
and assigns. Your rights and obligations under your Award may only be assigned
with the prior written consent of the Company.

     

    (b)           You
agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or
intent of your Award.

     

    (c)           You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award, and fully understand all provisions of your
Award.

     

    (d)           This
Agreement shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.

     

    (e)           All
obligations of the Company under the Plan and this Agreement shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the
Company.

     

    14.         Governing
Plan Document.  Your Award is
subject to all the provisions of the Plan, the provisions of which are hereby
made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan.  Except as expressly provided herein, in
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.

     

    15.         Severability.  If
all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any Section of this Agreement (or part of
such a Section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful and
valid.


    
      
         


      

      
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    16.         Effect on
Other Employee Benefit Plans.  The value of the Award subject
to this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating the Employee’s benefits under any
employee benefit plan sponsored by the Company or any Affiliate, except as such
plan otherwise expressly provides. The Company expressly reserves its rights to
amend, modify, or terminate any of the Company’s or any Affiliate’s employee
benefit plans.

     

    17.         Choice
of Law.  The
interpretation, performance and enforcement of this Agreement will be governed
by the law of the state of Washington without regard to such state’s conflicts
of laws rules.

     

    18.         Amendment.  This
Agreement may not be modified, amended or terminated except by an instrument in
writing, signed by you and by a duly authorized representative of the Company.
Notwithstanding the foregoing, this Agreement may be amended solely by the Board
by a writing which specifically states that it is amending this Agreement, so
long as a copy of such amendment is delivered to you, and provided that no such
amendment adversely affecting your rights hereunder may be made without your
written consent. Without limiting the foregoing, the Board reserves the right to
change, by written notice to you, the provisions of this Agreement in any way it
may deem necessary or advisable to carry out the purpose of the grant as a
result of any change in applicable laws or regulations or any future law,
regulation, ruling, or judicial decision, provided that any such change shall be
applicable only to rights relating to that portion of the Award which is then
subject to restrictions as provided herein.


    
      
         


      

      
        6.