exv10w3






Exhibit 10.3




STARBUCKS CORPORATION




1991 COMPANY-WIDE

STOCK OPTION PLAN




As Amended and Restated through March 18, 2009




     1. Purpose.



          The purpose of this Plan is to encourage ownership of the common stock of Starbucks
Corporation (“the Company”) by all Partners of the Company and its Subsidiaries. This Plan is
intended to provide an incentive for Partners to exert their maximum efforts to achieve the
successful operation of the Company and is intended to assist the Company in attracting and
retaining talented personnel by providing an opportunity to benefit from the increased value of the
Company, to which such Partners and new personnel have contributed. The Plan is expected to
benefit the shareholders of the Company by linking the interests of the Company’s Partners with
those of its shareholders. The benefits of this Plan are not a substitute for compensation
otherwise payable to Partners pursuant to the terms of their employment.




     2. Definitions.



          For purposes of the Plan:




          “Agreement” means the written document issued by the Company to an Optionee evidencing the
grant of Options and setting forth the terms and conditions of such grant.




          “Base Wages,” with respect to an Eligible Partner, means all gross actual base pay (including
any applicable shift differentials), whether paid or deferred, but not including overtime, bonuses
and commissions, and shall be calculated before deductions for amounts contributed to Company
benefits and/or long-term savings plans. “Base Wages” does not include deferred income at payout,
any awards payable under any long-term incentive plan to be adopted by the Company, imputed income
for life insurance, relocation reimbursement or similar programs. With respect to the entire
Company, “Base Wages” means the total amount of Base Wages for all Eligible Partners at a
particular time under the Plan.




          “Board” means the Board of Directors of the Company.




          “Change in Capitalization” means any increase or reduction in the number of Shares, or any
change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a
different number or kind of shares or other securities of the Company or another corporation, by
reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off,
split-up, issuance of warrants or rights or




 









 







debentures, stock dividend, stock split or reverse stock split, cash dividend, property
dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or
otherwise.




          “Change in Control” has the meaning set forth in Section 5.9 hereof.




          “Code” means the Internal Revenue Code of 1986, as amended.




          “Committee” means a committee, as described in Section 3.1, that may be appointed by the Board
from time to time to administer the Plan and to perform the functions set forth herein.




          “Company” means Starbucks Corporation.




          “Director” means a member of the Board.




          “Disability” means:




               (a) in the case of an Optionee whose employment with the Company or a Subsidiary is subject to
the terms of an employment agreement between such Optionee and the Company or Subsidiary, which
employment agreement includes a definition of “Disability,” the term “Disability” as used in this
Plan or any Agreement shall have the meaning set forth in such employment agreement during the
period that such employment agreement remains in effect; and



               (b) in all other cases, the term “Disability” as used in this Plan or any Agreement shall have
the same meaning as set forth under the Company’s long- term disability plan as may be amended from
time to time and in the event the Company does not maintain such a plan, a physical or mental
condition resulting from bodily injury, disease, or mental disorder which renders the Optionee
incapable of continuing his or her usual and customary employment with the Company or Subsidiary,
as the case may be.



          “Eligible Partner” means any regular, full-time or part-time Partner who (i) was a Partner as
of April 1 in the fiscal year of the Company prior to the date of the Option grant, (ii) is a
Partner on the date of the Option grant, and (iii) who has been paid for at least 500 hours (which
equates to approximately twenty hours per week on average) between April 1 and the last day of the
prior fiscal year or between the first day of the prior fiscal year and March 31 of the fiscal year
prior to the date of the Option grant. Officers and members of the Boards of Directors of the
Company or its Subsidiaries shall not be eligible to participate in this Plan. In addition, none
of the following individuals shall be an Eligible Partner:




	 	(1)	 	A Partner covered by a collective bargaining agreement,
unless the collective bargaining agreement applicable to the Partner
specifically provides for participation in this Plan;




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	 	(2)	 	A leased employee;
	 
	 	(3)	 	A temporary Partner as defined by the Company’s human
resources policy; or
	 
	 	(4)	 	Individuals who are not designated as “employees” in the
Company’s or applicable Subsidiary’s employment records. For example,
individuals engaged to perform services in a relationship which the Company or
Subsidiary characterizes as that of an “independent contractor” with respect
to the Company or Subsidiary shall not be Eligible Partners. Individuals
described in this paragraph shall not be Eligible Partners for the period they
are not characterized as employees in the Company or applicable Subsidiary’s
employment records, even if a determination is made by the Internal Revenue
Service, the United States Department of Labor, another governmental agency, a
court or other tribunal that the individual is an “employee” of the Company or
Subsidiary during that period, for purposes of pertinent sections of the Code
or for any other purpose. An individual who has not been designated an
Eligible Partner on account of this paragraph may, in the sole discretion of
the Committee, be designated an Eligible Partner effective as of the date as
of which the Company or applicable Subsidiary characterizes the individual as
an “employee” in their employment records.





          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Fair Market Value” on any date means the closing sale price of a Share on the principal
national securities exchange or stock market on which such Shares are listed or admitted to
trading. If there are no quoted prices with respect to Shares for such date, the Fair Market Value
shall be the closing sale price per Share on the immediately previous business day on which such
quotations are available and, if the Shares are no longer publicly-traded, the Fair Market Value
shall be the value established by the Board in good faith.




          “Officer” means a Partner serving in a position of vice president or higher of the Company or
its Subsidiaries.




          “Option” means an option to purchase a Share under the Plan; no Option granted under the Plan
shall be an incentive stock option within the meaning of Section 422 of the Code.




          “Optionee” means a person to whom an Option has been granted under the Plan.




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          “Partner” means any individual serving as an employee of the Company or any of its
Subsidiaries.




          “Person” means a natural person, company, government or political subdivision, agency or
instrumentality of a government.




          “Plan” means the Starbucks Corporation 1991 Company-Wide Stock Option Plan, including any
country-specific rules approved and adopted by the Board or the Committee, as such plan and
country-specific rules may be amended and restated from time to time.




          “Retirement” means the attainment of age 55 and ten (10) years of credited service with the
Company, as determined by the Board or Committee in its sole discretion.




          “Shares” means the shares of common stock, $.001 par value per share, of the Company.




          “Subsidiary” means any corporation or other Person, of which a majority of its voting equity
securities or equity interest is owned directly or indirectly by the Company.




     3. Administration.



          3.1. The Plan shall be administered by the Board, provided however that the Board may appoint
a Committee to administer the Plan, consisting of not less than three members of the Board.




          3.2. Authority; Powers. Subject to the express terms and conditions set forth herein,
the Board (or the Committee, if so appointed) shall have the power from time to time to:




               (a) determine those Eligible Partners to whom Options shall be granted under the Plan, the
number of Options to be granted and the terms and conditions of such Option grants, including the
exercise price per Option;



               (b) construe and interpret the Plan and the Options granted hereunder and to establish, amend
and revoke rules and regulations for the administration of the Plan, including, but not limited to,
correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in
any Agreement, in the manner and to the extent it shall deem necessary or advisable so that the
Plan complies with applicable law, and otherwise to make the Plan fully effective. All decisions
and determinations by the Board or the Committee in the exercise of this power shall be final,
binding and conclusive upon the Company, its Subsidiaries, the Optionees, and all other persons
having any interest herein;



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               (c) exercise its discretion with respect to the powers and rights granted to it as set forth
in the Plan;



               (d) generally exercise such powers and to perform such acts as are deemed necessary or
advisable to promote the best interests of the Company with respect to the Plan; and



               (e) delegate to an administrator or administrators those clerical and administrative functions
which can be legally delegated to such administrator or administrators.



     4. Stock Subject to the Plan and Maximum Grants.



          4.1. Number. The number of Shares reserved for issuance pursuant to the exercise of
Options granted under the Plan is 32,000,000. The maximum number of Options that an Eligible
Partner may receive in any fiscal year may not exceed Options to purchase the number of Shares
having an aggregate Fair Market Value on the date of grant equal to fourteen percent (14%) of such
Eligible Partner’s Base Wages for the previous fiscal year of the Company. No Eligible Partner
shall be granted Options under this Plan that would result in such Eligible Partner receiving more
than five percent (5%) of the maximum number of Shares available for issuance hereunder. Upon a
Change in Capitalization, the number of Shares referred to in the first sentence of this Section
4.1 shall be adjusted pursuant to Section 7.




          4.2. Reduction of Number. Upon the granting of Options, the number of Shares
available under Section 4.1 for the granting of further Options shall be reduced by the number of
Shares for which such Options may be exercised.




          4.3. Expired Options. Whenever any outstanding Option is canceled or is otherwise
terminated for any reason without having been exercised, the Share allocable to the expired,
canceled or otherwise terminated Option shall continue to be reserved for issuance under the Plan
and may be the subject of new Options granted hereunder.




     5. Terms and Conditions of Options.



          5.1. Agreement and Date of Grant. The terms and conditions of the grant of Options to
an Eligible Partner shall be set forth in an Agreement. The Board or the Committee shall
determine, in its sole discretion, the date during the quarter following the end of the Company’s
fiscal year upon which Options are granted.




          5.2. Exercise Price. The exercise price for each Option shall be 100% of the Fair
Market Value of a Share on the date the Option is granted.




          5.3. Vesting. Subject to Section 5.9, and unless otherwise approved by action of the
Board or the Committee, each grant of Options shall vest and become exercisable in annual
twenty-five percent (25%) installments commencing on the first





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anniversary of the date of grant. To the extent not exercised, installments shall accumulate
and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than
the date the Options expire. Options shall cease vesting as of the date of the Optionee’s
Disability or other voluntary or involuntary termination of employment with the Company or any
Subsidiary; provided, however, that all Options shall vest in full as of the date of the Optionee’s
termination of employment due to Retirement or death.




          5.4. Term. Each Option granted hereunder shall have a term of ten (10) years, unless
otherwise provided in the applicable Agreement. The Committee may extend any Option term after the
date of grant, provided that the term shall not exceed ten (10) years. Notwithstanding the
aforementioned, a longer term may be established in the grant or extended by amendment as may be
required or advisable under foreign laws or regulations.




          5.5. Modification. No modification of an Option shall adversely alter or impair any
rights or obligations under the Option without the Optionee’s consent.




          5.6 Non-Transferability. An Option granted hereunder shall not be transferable by the
Optionee except by will or the laws of descent and distribution or pursuant to a domestic relations
order (within the meaning of Rule 16a-12 promulgated under the Exchange Act). An Option may be
exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal
representative. The terms of such Option shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the Optionee.




          5.7 Method of Exercise. An Optionee desiring to exercise options granted and
exercisable hereunder shall notify the Company or, if required by the Company, the brokerage firm
designated by the Company to facilitate exercises and sales under this Plan, specifying the number
of Options to be exercised. The notification to the brokerage firm shall be made in accordance
with procedures of such brokerage firm approved by the Company. The notification to the Company or
the designated brokerage firm shall be accompanied by (i) payment of the aggregate exercise price
of the Options in cash or by tender of previously-owned Shares having an aggregate Fair Market
Value of at least the aggregate exercise price, or (ii) a request that the Company or the
designated brokerage firm conduct a cashless exercise of the Options. Payment of the aggregate
exercise price by means of tendering previously-owned Shares of the Company’s common stock shall
not be permitted when the same may, in the reasonable opinion of the Company, cause the Company to
record a loss or expense as a result thereof.




          5.8 Rights of Optionees. No Optionee shall be deemed for any purpose to be the owner
of any Shares subject to any Options unless and until (i) the Options shall have been exercised
pursuant to the terms thereof, and (ii) the Company shall have issued and delivered Shares to or
for the account of the Optionee. Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to




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such Shares. Nothing in this Plan should be construed to provide any Partner with any right to
receive an Option under this Plan, irrespective of whether the Partner may or may not be an
Eligible Partner.




          5.9 Effect of Change in Control. In the event of a Change in Control, all Options
outstanding on the date of such Change in Control shall become immediately and fully exercisable
and shall remain exercisable in accordance with Section 6.2. A “Change in Control” means the
occurrence during the term of the Plan of:




               (a) An acquisition (other than directly from the Company) of any voting securities of the
Company (the “Voting Securities”) by any Person (as the term Person is used for purposes of Section
13(d) or 14(d) of the Exchange Act), immediately after which such Person has “Beneficial Ownership”
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%)
or more of the then outstanding Shares or the combined voting power of the Company’s then
outstanding Voting Securities; provided, however, in determining whether a Change in Control has
occurred, Shares or Voting Securities which are acquired in a “Non-Control Acquisition” (as
hereinafter defined) shall not constitute an acquisition which would cause a Change in Control.



               A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a
trust forming a part thereof) maintained by the Company or any Subsidiary, (ii) the Company or its
Subsidiaries, or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter
defined);



               (b) Cessation for any reason of the individuals who are members of the Board as of August 28,
2000 (the “Incumbent Board”) to constitute at least two-thirds of the members of the Board;
provided, however, that if the election, or nomination for election by the Company’s common
shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of either an actual or
threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle
any Election Contest or Proxy Contest; or



               (c) The consummation of:




     (i) A merger, consolidation or reorganization with or into the
Company or in which securities of the Company are issued, unless such
merger, consolidation or reorganization is a “Non-Control Transaction.” A
“Non-Control Transaction” shall mean a merger, consolidation or
reorganization with or into the Company or in which securities of the
Company are issued where:



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     (A) the shareholders of the Company, immediately before such
merger, consolidation or reorganization, own directly or
indirectly immediately following such merger, consolidation or
reorganization, at least fifty percent (50%) of the combined
voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation or
reorganization (the “Surviving Corporation”) in substantially the
same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or reorganization,




     (B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for
such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the
Surviving Corporation, or a corporation directly or indirectly
beneficially owning a majority of the Voting Securities of the
Surviving Corporation, and




     (C) no Person other than (i) the Company, (ii) any
Subsidiary, (iii) any employee benefit plan (or any trust forming
a part thereof) that, immediately prior to such merger,
consolidation or reorganization, was maintained by the Company or
any Subsidiary, or (iv) any Person who, immediately prior to such
merger, consolidation or reorganization had Beneficial Ownership
of twenty-five percent (25%) or more of the then outstanding
Voting Securities or Shares, has Beneficial Ownership of
twenty-five percent (25%) or more of the combined voting power of
the Surviving Corporation’s then outstanding voting securities or
its common stock.




(ii) A complete liquidation or dissolution of the Company; or




     (iii) The sale or other disposition of all or substantially all of
the assets of the Company to any Person (other than a transfer to a
Subsidiary).



          Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount
of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or
Voting Securities by the Company which, by




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reducing the number of Shares or Voting Securities then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change
in Control would occur (but for the operation of this sentence) as a result of the acquisition of
Shares or Voting Securities by the Company, and after such share acquisition by the Company, the
Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities which
increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by
the Subject Person, then a Change in Control shall occur.




          Section 5.9 set forth above applies to any Option granted or Change in Control occurring after
June 4, 1998; provided, however, that in the event that the adoption of Section 5.9 as set forth
above is considered to be an alteration of equity interests in contemplation of a pooling of
interests transaction, the adoption of Section 5.9 shall be automatically rescinded. Upon the
rescission of the adoption of Section 5.9 set forth above, the effect of a merger, consolidation,
tender offer or takeover bid shall be governed by the terms of Section 2.6 of the Plan in effect
prior to June 4, 1998.




          5.10 One-Time Option Exchange Offer. Notwithstanding any other provision of the Plan
to the contrary, upon approval of the Company’s shareholders, the Committee may provide for, and
the Company may implement, a one-time-only option exchange offer, pursuant to which certain
outstanding Options could, at the election of the person holding such Option, be tendered to the
Company for cancellation in exchange for the issuance of a lesser amount of Options with a lower
exercise price, provided that such one-time-only option exchange offer is commenced within six
months of the date of such shareholder approval.




     6. Effect of a Termination of Employment.



          6.1. Board or Committee Discretion. The Agreement evidencing the grant of each Option
may set forth the terms and conditions applicable to such Option upon a termination or change in
the status of the employment of the Optionee by the Company, or a Subsidiary (including a
termination or change by reason of the sale of a Subsidiary), which shall be as the Board or
Committee may, in its discretion, determine at the time the Option is granted or thereafter.




          6.2. Default Provisions. Unless otherwise provided in the applicable Agreement
pursuant to the Board or Committee’s authority as set forth in Section 6.1, any Option granted
pursuant to this Plan shall expire at the earliest of the following:




          (i) the date specified in the Option;




          (ii) ninety (90) days after the date of voluntary or involuntary termination of Optionee’s
employment other than a termination as described in (iii), (iv) or (v) below;




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          (iii) on the date of the discharge of the Optionee for misconduct that is willfully or
wantonly harmful to the Company;




          (iv) twelve (12) months after the date of the Optionee’s death or termination due to
Disability; or




          (v) thirty six (36) months after the date of termination of the Optionee’s employment due to
Retirement.




     7. Adjustment Upon Changes in Capitalization.



          7.1. Adjustment. In the event of a Change in Capitalization, the Board or the
Committee, as appropriate, shall conclusively determine the appropriate adjustments, if any, to (i)
the number of Shares reserved for issuance pursuant to the exercise of Options under the Plan, (ii)
the maximum number of Shares with respect to which Options may be granted to any Eligible Partner
during the term of the Plan, and (iii) the number of Shares which are subject to outstanding
Options granted under the Plan and the exercise price therefor (if applicable).




          7.2. No Fractional Shares. If any adjustment under Section 7.1 hereof results in an
obligation of the Company to issue a fractional Share, the number of Shares to be issued shall be
rounded to the nearest whole number. Under no circumstances shall the Company be obligated to
issue and fractional Shares pursuant to the exercise of Options under this Plan.




     8. Termination and Amendment of the Plan.



          The Plan shall terminate on August 28, 2010 and no Option may be granted thereafter. Subject
to Section 5.5, the Board or the Committee may terminate the Plan prior to the day set forth above
and the Board or the Committee, may at any time and from time to time amend, modify or suspend the
Plan and all administrative rules, regulations and practices; provided, however, that:




               (a) no such amendment, modification, suspension or termination shall impair or adversely alter
any Options theretofore granted under the Plan, except with the consent of the Optionee, nor shall
any amendment, modification, suspension or termination deprive any Optionee of any Shares that he
or she may have acquired through or as a result of the Plan; and



               (b) to the extent necessary under applicable law, no amendment shall be effective unless
approved by the shareholders of the Company in accordance with applicable law.



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     9. Non-Exclusivity of the Plan.



          The adoption of the Plan by the Board shall not be construed as amending, modifying or
rescinding any previously approved incentive arrangement or as creating any limitations on the
power of the Board to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific cases.




     10. Limitation of Liability.



          As illustrative of the limitations of liability of the Company, but not intended to be
exhaustive thereof, nothing in the Plan shall be construed to:




               (a) give any person any right to be granted an Option other than at the sole discretion of the
Board or the Committee;



               (b) give any person any rights whatsoever with respect to Shares except as specifically
provided in the Plan and any applicable Agreement;



               (c) limit in any way the right of the Company or any Subsidiary to terminate the employment of
any person at any time; or



               (d) be evidence of any agreement or understanding, expressed or implied, that the Company will
employ any person at any particular rate of compensation or for any particular period of time.



     11. Regulations and Other Approvals; Governing Law.



          11.1. State Law. Except as to matters of federal law, the Plan and the rights of all
persons claiming hereunder shall be construed and determined in accordance with the laws of the
State of Washington without giving effect to conflicts of laws principles thereof.




          11.2. Applicable Laws and Regulations. The obligation of the Company to issue Shares
upon the exercise of Options granted under the Plan shall be subject to all applicable laws, rules
and regulations, including all applicable federal and state securities laws, and the obtaining of
all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board
or the Committee.




          11.3. Compliance. The Board or the Committee may make such changes to the Plan as may
be necessary or appropriate to comply with the rules and regulations of any government authority.




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     12. Foreign Eligible Partners.



          Without amending the Plan, the Board or the Committee may grant Options to Eligible Partners
who are foreign nationals on such terms and conditions different from those specified in this Plan
as may in the judgment of the Committee be necessary or advisable to foster and promote achievement
of the purposes of the Plan, and, in furtherance of such purposes, the Board or the Committee may
make such modifications, amendments, procedures, subplans, and the like as may be necessary or
advisable to comply with the provisions of the laws in other countries in which the Company or its
Subsidiaries operate or have employees.




     13. Miscellaneous.



          13.1. Multiple Option Grants. The terms of each Option grant may differ from other
Options granted under the Plan at another time. The Committee may also make more than one grant of
Options to a given Eligible Partner during the term of the Plan.




          13.2. Withholding of Taxes. At such time as an Optionee recognizes taxable income in
connection with the receipt of Shares or receives cash in connection with the sale of Shares
acquired pursuant to the exercise of Options under the Plan (a “Taxable Event”), the Optionee shall
pay to the Company an amount equal to the federal, state and local (including applicable local
country) taxes required to be withheld by the Company in connection with the Taxable Event (the
“Withholding Taxes”) prior to the issuance of such Shares or the payment of such cash. The Company
shall have the right to deduct from any payment of cash to an Optionee an amount equal to the
Withholding Taxes in satisfaction of the obligation to pay Withholding Taxes. In satisfaction of
the obligation to pay Withholding Taxes to the Company, the Optionee may elect to have a portion of
the Shares then issuable to him or her having an aggregate Fair Market Value on the date of
exercise equal to or greater than the Withholding Taxes withheld by the Company. If Shares are to
be withheld to pay required Withholding Taxes, the Optionee, his or her personal representative or
permitted transferee must deliver an attestation that he or she has held a number of Shares equal
to the number to be withheld to pay such Withholding Taxes for at least six (6) months.




1991 Company-Wide Stock Option Plan (3-18-09)





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