Exhibit
10.2

     

    Peet’s
Coffee & Tea, Inc.

    2010
Equity Incentive Plan

    Stock
Option Grant Notice

     

    Peet’s
Coffee & Tea, Inc. (the “Company”),
pursuant to its 2010 Equity Incentive Plan (the “Plan”),
hereby grants to Optionholder an option to purchase the number of shares of the
Company’s Common Stock set forth below.  This option is subject to all
of the terms and conditions as set forth herein and in the Option Agreement and
the Plan, both of which are attached hereto and incorporated herein in their
entirety.

     

    
      
        
          
            	
                    Optionholder:

                  	 	 
      
	
                    Date
      of Grant:

                  	 	 
      
	
                    Vesting
      Commencement Date:

                  	 	 
      
	
                    Number
      of Shares Subject to Option:

                  	 	 
      
	
                    Exercise
      Price (Per Share):

                  	 	 
      
	
                    Total
      Exercise Price:

                  	 	 
      
	
                    Expiration
      Date:

                  	 	 
      


          

        

      

    

     

    Type of
Grant:           ̈  Incentive
Stock Option1                       ̈  Nonstatutory
Stock Option

     

    Exercise
Schedule:    Same as Vesting Schedule

     

    
      	
              Vesting
      Schedule:

            	
              [______________________________]

            


    

     

    Payment:                    By
one or a combination of the following items (described in the Option
Agreement):

     

     ̈      By
cash or check

     ̈      By
bank draft or money order payable to the Company

     ̈      Pursuant
to a Regulation T Program if the Shares are publicly traded

     ̈      By
delivery of already-owned shares if the Shares are publicly traded

     ̈      If
and only to the extent this option is a Nonstatutory Stock Option, and subject
to the Company’s consent at the time of exercise, by a “net exercise”
arrangement2

     

    Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt
of, and understands and agrees to, this Stock Option Grant Notice, the Option
Agreement and the Plan.  Optionholder further acknowledges that as of
the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the
Plan set forth the entire understanding between Optionholder and the Company
regarding the acquisition of stock in the Company and supersede all prior oral
and written agreements on that subject with the exception of (i) options
previously granted and delivered to Optionholder by the Company, and
(ii) the following agreements only:

     

    
      
        
          
            
              	
                      Other
      Agreements:

                    	 
      
	 
      	 
      


            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Peet’s
      Coffee & Tea, Inc.

                                  	 
      	
                                    Optionholder:

                                  
	 	 	 	 
	
                                    By:

                                  	 
      	 
      	 
      
	 
      	
                                    Signature

                                  	 
      	
                                    Signature

                                  
	 	 	 	 	 
	
                                    Title:

                                  	 
      	 
      	
                                    Date:

                                  	 
      
	 	 	 	 	 
	
                                    Date:

                                  	 
      	 
      	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      Attachments:  Option
Agreement and 2010 Equity Incentive Plan

    

    

      
        


    

    
      1 If this
is an Incentive Stock Option, it (plus other outstanding Incentive Stock
Options) cannot be first exercisable for more than
$100,000 in value (measured by exercise price) in any calendar
year.  Any excess over $100,000 is a Nonstatutory Stock
Option. 

    

    
      2 Any portion of this option intended to
qualify as an Incentive Stock Option may not be exercised by net
exercise.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Attachment
I

     

    Option
Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Peet’s
Coffee & Tea, Inc.

    2010
Equity Incentive Plan

     

    Option
Agreement

    (Incentive
Stock Option or Nonstatutory Stock Option)

     

    Pursuant
to your Stock Option Grant Notice (“Grant
Notice”) and this Option Agreement, Peet’s Coffee & Tea, Inc. (the
“Company”)
has granted you an option under its 2010 Equity Incentive Plan
(the “Plan”) to
purchase the number of shares of the Company’s Common Stock indicated in your
Grant Notice at the exercise price indicated in your Grant
Notice.  Defined terms not explicitly defined in this Option Agreement
but defined in the Plan shall have the same definitions as in the
Plan.

     

    The
details of your option are as follows:

     

    1.           Vesting.  Subject
to the limitations contained herein, your option will vest as provided in your
Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.

     

    2.           Number of
Shares and Exercise Price.  The number of shares of Common
Stock subject to your option and your exercise price per share referenced in
your Grant Notice may be adjusted from time to time for Capitalization
Adjustments.

     

    3.           Exercise
Restriction for Non-Exempt Employees.  In the event that you
are an Employee eligible for overtime compensation under the Fair Labor
Standards Act of 1938, as amended (i.e., a “Non-Exempt
Employee”), and except as otherwise provided in the Plan, you may not
exercise your option until you have completed at least six (6) months of
Continuous Service measured from the Date of Grant specified in your Grant
Notice, notwithstanding any other provision of your option.

     

    4.           Method of
Payment.  Payment of the exercise price is due in full upon
exercise of all or any part of your option.  You may elect to make
payment of the exercise price in cash or by check or in any other manner permitted by your
Grant Notice, which may include one or more of the
following:

     

    (a)           Provided
that at the time of exercise the Common Stock is publicly traded, pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board
that, prior to the issuance of Common Stock, results in either the receipt of
cash (or check) by the Company or the receipt of irrevocable instructions to pay
the aggregate exercise price to the Company from the sales
proceeds.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Provided
that at the time of exercise the Common Stock is publicly traded, by delivery to
the Company (either by actual delivery or attestation) of already-owned shares
of Common Stock that are owned free and clear of any liens, claims, encumbrances
or security interests, and that are valued at Fair Market Value on the date of
exercise.  “Delivery” for these purposes, in the sole discretion of
the Company at the time you exercise your option, shall include delivery to the
Company of your attestation of ownership of such shares of Common Stock in a
form approved by the Company.  Notwithstanding the foregoing, you may
not exercise your option by tender to the Company of Common Stock to the extent
such tender would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock.

     

    (c)           If
the Option is a Nonstatutory Stock Option, subject to the
consent of the Company at the time of exercise, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of
Common Stock issued upon exercise of your option by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate exercise
price; provided, however, that the Company shall accept a cash or other payment
from you to the extent of any remaining balance of the aggregate exercise price
not satisfied by such reduction in the number of whole shares to be issued;
provided further, however, that shares of Common Stock will no longer be
outstanding under your option and will not be exercisable thereafter to the
extent that (1) shares are used to pay the exercise price pursuant to the “net
exercise,” (2) shares are delivered to you as a result of such exercise, and (3)
shares are withheld to satisfy tax withholding obligations.

     

    5.           Whole
Shares.  You may exercise your option only for whole shares of
Common Stock.

     

    6.           Securities
Law Compliance.  Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities Act
or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act.  The exercise of your option also
must comply with other applicable laws and regulations governing your option,
and you may not exercise your option if the Company determines that such
exercise would not be in material compliance with such laws and
regulations.

     

    7.           Term.  You
may not exercise your option before the commencement or after the expiration of
its term.  The term of your option commences on the Date of Grant and
expires, subject to the provisions of Section 5(h) of the Plan, upon the
earliest of the following:

     

    (a)           immediately
upon the termination of your Continuous Service for Cause;

     

    (b)           three
(3) months after the termination of your Continuous Service for any reason other
than for Cause, upon your Disability or death or your termination on or after
your Retirement Date; provided, however, that if during any
part of such three (3) month period your option is not exercisable solely
because of the condition set forth in the section above relating to “Securities
Law Compliance,” your option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period
of three (3) months after the termination of your Continuous Service; and if (i)
you are a Non-Exempt Employee, (ii) your Continuous Service terminates within
six (6) months after the Date of Grant specified in your Grant Notice, and (iii)
you have vested in a portion of your option at the time of your termination of
Continuous Service, your option shall not expire until the earlier of (x) the
later of (A) the date that is seven (7) months after the Date of Grant specified
in your Grant Notice or (B) the date that is three (3) months after the
termination of your Continuous Service, or (y) the Expiration
Date;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           twelve
(12) months after the termination of your Continuous Service due to your
Disability;

     

    (d)           eighteen
(18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for any reason
other than Cause;

     

    (e)           four
(4) years after your termination of Continuous Service for any reason (including
death or Disability, but excluding termination for Cause) on or after your
Retirement Date;

     

    (f)           the
Expiration Date indicated in your Grant Notice; or

     

    (g)           the
day before the tenth (10th) anniversary of the Date of Grant.

     

    If your
option is an Incentive Stock Option, note that to obtain the federal income tax
advantages associated with an incentive stock option, the Code requires that at
all times beginning on the date of grant of your option and ending on the day
three (3) months before the date of your option’s exercise, you must be an
employee of the Company or an Affiliate, except in the event of your death or
Disability.  The Company has provided for extended exercisability of
your option under certain circumstances for your benefit but cannot guarantee
that your option will necessarily be treated as an incentive stock option if you
continue to provide services to the Company or an Affiliate as a Consultant or
Director after your employment terminates or if you otherwise exercise your
option more than three (3) months after the date your employment with the
Company or an Affiliate terminates.

     

    8.           Exercise.

     

    (a)           You
may exercise the vested portion of your option during its term by delivering a
Notice of Exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require.

     

    (b)           By
exercising your option you agree that, as a condition to any exercise of your
option, the Company may require you to enter into an arrangement providing for
the payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (i) the exercise of your option, (ii) the lapse of
any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise, or (iii) the disposition of shares of Common
Stock acquired upon such exercise.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           If
your option is an Incentive Stock Option, by exercising your option you agree
that you will notify the Company in writing within fifteen (15) days after the
date of any disposition of any of the shares of the Common Stock issued upon
exercise of your option that occurs within two (2) years after the date of your
option grant or within one (1) year after such shares of Common Stock are
transferred upon exercise of your option.

     

    9.           Transferability.

     

    (a)           If
your option is an Incentive Stock Option, your option is generally not
transferable, except (1) by will or by the laws of descent and distribution or
(2) pursuant to a domestic relations order (provided that such Incentive Stock
Option may be deemed to be a Nonstatutory Stock Option as a result of such
transfer), and is exercisable during your life only by
you.  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 exercise
your option.  In addition, you may transfer your option to a trust if
you are considered to be the sole beneficial owner (determined under Section 671
of the Code and applicable state law) while the option is held in the trust,
provided that you and the trustee enter into transfer and other agreements
required by the Company.

     

    (b)           If
your option is a Nonstatutory Stock Option, your option is not transferable,
except (1) by will or by the laws of descent and distribution, (2) pursuant to a
domestic relations order, (3) with the prior written approval of the Company, by
instrument to an inter vivos or testamentary trust, in a form accepted by the
Company, in which the option is to be passed to beneficiaries upon the death of
the trustor (settlor) and (4) with the prior written approval of the Company, by
gift, in a form accepted by the Company, to a permitted transferee under Rule
701 of the Securities Act.

     

    10.         Option not
a Service Contract.  Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment.  In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective shareholders, Boards of Directors,
Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.

     

    11.         Withholding
Obligations.

     

    (a)           At
the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for (including by means of a “cashless exercise” pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or
an Affiliate, if any, which arise in connection with your
option.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Upon
your request and subject to approval by the Company, in its sole discretion, and
in compliance with any applicable conditions or restrictions of law, the Company
may withhold from fully vested shares of Common Stock otherwise issuable to you
upon the exercise of your option a number of whole shares of Common Stock having
a Fair Market Value, determined by the Company as of the date of exercise, not
in excess of the minimum amount of tax required to be withheld by law (or such
lower amount as may be necessary to avoid classification of your option as a
liability for financial accounting purposes).  If the date of
determination of any tax withholding obligation is deferred to a date later than
the date of exercise of your option, share withholding pursuant to the preceding
sentence shall not be permitted unless you make a proper and timely election
under Section 83(b) of the Code, covering the aggregate number of shares of
Common Stock acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the determination of such tax
withholding obligation to the date of exercise of your
option.  Notwithstanding the filing of such election, shares of Common
Stock shall be withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are otherwise issuable
to you upon such exercise.  Any adverse consequences to you arising in
connection with such share withholding procedure shall be your sole
responsibility.

     

    (c)           You
may not exercise your option unless the tax withholding obligations of the
Company and/or any Affiliate are satisfied.  Accordingly, you may not
be able to exercise your option when desired even though your option is vested,
and the Company shall have no obligation to issue a certificate for such shares
of Common Stock unless such obligations are satisfied.

     

    12.         Tax
Consequences. You hereby agree that the Company does not have a duty to
design or administer the Plan or its other compensation programs in a manner
that minimizes your tax liabilities. You shall not make any claim against the
Company, or any of its Officers, Directors, Employees or Affiliates related to
tax liabilities arising from your option or your other compensation. In
particular, you acknowledge that this option is exempt from Section 409A of the
Code only if the exercise price per share specified in the Grant Notice is at
least equal to the “fair market value” per share of the Common Stock on the Date
of Grant and there is no other impermissible deferral of compensation associated
with the option.

     

    13.         Notices.  Any
notices provided for in your option or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by mail 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.

     

    14.         Governing
Plan Document.  Your option is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your option, 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.  In the event of any conflict between the provisions of your
option and those of the Plan, the provisions of the Plan shall
control.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
II

     

    2010
Equity Incentive Plan