exv10w6






Exhibit 10.6




STARBUCKS CORPORATION




EMPLOYEE STOCK PURCHASE PLAN — 1995




As Amended and Restated Effective April 1, 2009




     1. Purpose of the Plan. The Starbucks Corporation Employee Stock Purchase Plan —
1995 (the “Plan”) is intended to provide a method whereby eligible employees of Starbucks
Corporation (the “Company”) and its Subsidiaries will have an opportunity to purchase Shares of the
common stock of the Company. The Company believes that employee participation in the ownership of
the Company is of benefit to both the employees and the Company. The Company intends to have the
Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (as hereinafter
defined). The provisions of the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner that is consistent with the requirements of that Section of the Code.



     2. Definitions.



          Account. “Account” shall mean the funds that are accumulated with respect to each
individual Participant as a result of payroll deductions for the purpose of purchasing Shares under
the Plan. The funds that are allocated to a Participant’s Account shall at all times remain the
property of that Participant, but such funds may be commingled with the general funds of the
Company.




          Affected Person. “Affected Person” shall mean a Participant residing or employed in
an area covered by a Presidentially Declared Disaster and affected by such Presidentially Declared
Disaster.




          Base Pay. “Base Pay” means an employee’s regular straight time salary or earnings.




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




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




          Commencement Date. The “Commencement Date” means the January 1, April 1, July 1 or
October 1, as the case may be, on which a particular Offering begins.




          Committee. The “Committee” shall mean the Compensation Committee of the Board or
another committee appointed by the Board to administer and fulfill its duties under the Plan.




 









 





          Ending Date. The “Ending Date” means the March 31, June 30, September 30, or December
31, as the case may be, on which the particular Offering concludes.




          ESPP Broker. The “ESPP Broker” is a qualified stock brokerage or other financial
services firm that has been designated by the Company.




          Fair Market Value. The “Fair Market Value” of the Shares shall be the price per Share
as quoted on the NASDAQ Global Select Market at the close of regular trading. The Board or the
Committee may designate a different time or method of determining Fair Market Value if appropriate
because of changes in the hours and methods of trading on the NASDAQ Global Select Market If the
common stock ceases to be listed on the NASDAQ Global Select Market the Board or the Committee
shall designate an alternative exchange, stock market, or method of determining Fair Market Value
of the common stock.




          Holding Period. The “Holding Period” shall mean the holding period that is set forth
in Section 423(a) of the Code, which, as of the date that the Company’s Board of Directors adopted
this Plan, is the later of (a) the two-year period after the Commencement Date and (b) the one-year
period after transfer to a Participant of any Shares under the Plan.




          Offerings. “Offerings” means the consecutive three-month periods for the purchase and
sale of Shares under the Plan. Each one of the Offerings shall be referred to as an “Offering.”




          Participant. “Participant” means an employee who, pursuant to Section 3, is eligible
to participate in the Plan and has complied with the requirements of Section 7.




          Presidentially Declared Disaster. “Presidentially Declared Disaster” shall have the
meaning given to that term in Section 1033(h)(3) of the Code.




          Shares. “Shares” means shares of the Company’s common stock, $0.001 par value per
share, that will be sold to Participants under the Plan.




          Subsidiaries. “Subsidiaries” shall mean any present or future domestic or foreign
corporation that: (i) would be a “subsidiary corporation” of the Company as that term is defined in
Section 424 of the Code, and (ii) whose employees have been designated by the Board or the
Committee to be eligible, subject to Section 3, to be Participants under the Plan.




          Withdrawal Notice. “Withdrawal Notice” means a notice, in a form designated by the
Company, that a Participant who wishes to withdraw from the Plan must submit to the Company
pursuant to Section 22.




     3. Employees Eligible to Participate. Any regular employee of the Company or any of
its Subsidiaries who (a) is in the employ of the Company or any of its Subsidiaries on the
Commencement Date, (b) has been so employed for at least ninety consecutive days, and (c) has
been paid for an average of at least twenty hours per week during such employment, is eligible to
participate in the Plan.



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     4. Offerings. The Plan shall consist of Offerings commencing on July 1, 1995 and on
each subsequent October 1, January 1, April 1, and July 1.



     5. Price. The purchase price per Share shall be 95 percent of the Fair Market Value
of a Share on the Ending Date, or the nearest prior business day.



     6. Number of Shares Offered Under the Plan. The maximum number of Shares that will be
offered under the Plan is 32,000,000. If, on any date, the total number of Shares for which
purchase rights are to be granted pursuant to Section 9 exceeds the number of Shares then available
under this Section 6 after deduction of all Shares (a) that have been purchased under the Plan and
(b) for which rights to purchase are then outstanding, the Company shall make a pro-rata allocation
of the Shares that remain available in as nearly a uniform manner as shall be practicable and as it
shall determine, in its sole judgment, to be equitable. In such event, the number of Shares each
Participant may purchase shall be reduced and the Company shall give to each Participant a written
notice of such reduction.



     7. Participation. An eligible employee may become a Participant by completing the
enrollment process as designated by the Company prior to the Commencement Date of the Offering to
which it relates. Participation in one Offering under the Plan shall neither limit, nor require,
participation in any other Offering, but a Participant shall remain enrolled in the Plan until the
Participant withdraws from the Plan pursuant to Section 13 hereof, or his or her employment is
terminated with the Company or one of its Subsidiaries.



     8. Payroll Deductions.



          8.1 At the time the enrollment process is completed and for so long as a Participant
participates in the Plan, each Participant shall authorize the Company to make payroll deductions
of a whole percentage (not partial or fractional) of Base Pay; provided, however, that no payroll
deduction shall be less than one percent or exceed 10 percent of Base Pay. The amount of the
minimum percentage deduction may be adjusted by the Board of Directors or Committee from time to
time; provided, however, that a Participant’s existing rights under any Offering that has already
commenced may not be adversely affected thereby.




          8.2 Each Participant’s payroll deductions shall be credited to that Participant’s Account. A
Participant may not make a separate cash payment into such Account nor may payment for Shares be
made from other than the Participant’s Account.




          8.3 A Participant’s payroll deductions shall begin on or following the Commencement Date, and
shall continue until the termination of the Plan unless the Participant elects to withdraw pursuant
to Section 13 or changes his or her contribution percentage prior to the Commencement Date for a
subsequent Offering.




          8.4 A Participant may discontinue participation in the Plan as provided in Section 13, but no
other change may be made during an Offering and, specifically, a Participant may not alter the
amount or rate of payroll deductions during an Offering.






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          8.5 Notwithstanding anything to the contrary in the Plan, the Committee or any officer
designated by the Committee may establish special procedures and permit Affected Persons to reduce
the amount or rate of payroll deductions during an Offering, subject to the minimum percentage
deduction as provided in Section 8.1; provided, however, that any such procedures do not result in
the modification of any outstanding Option within the meaning of Section 424 of the Code.




     9. Granting of Right to Purchase. On the Commencement Date, the Plan shall be deemed
to have granted automatically to each Participant a right to purchase as many full Shares (not any
fractional Shares) as may be purchased with such Participant’s Account.



     10. Purchase of Shares. On the Ending Date, each Participant who has not otherwise
withdrawn from an Offering shall be deemed to have carried out the right to purchase, and shall be
deemed to have purchased at the purchase price set forth in Section 5, the number of full Shares
(not any fractional Shares) that may be purchased with such Participant’s Account.



     11. Participant’s Rights as a Shareholder. No Participant shall have any rights of a
shareholder with respect to any Shares until the Shares have been purchased in accordance with
Section 10 and issued by the Company.



     12. Evidence of Ownership of Shares.



          12.1 Promptly following the Ending Date of each Offering, the Shares that are purchased by
each Participant shall be deposited into an account that is established in the Participant’s name
with the ESPP Broker.




          12.2 A Participant may direct, by written notice to the ESPP Broker prior to the Ending Date
of the pertinent Offering, that the ESPP Broker account be established in the names of the
Participant and one such other person as may be designated by the Participant as joint tenants with
right of survivorship, tenants in common, or community property, to the extent and in the manner
permitted by applicable law.




          12.3 A Participant shall be free to undertake a disposition, as that term is defined in
Section 424(c) of the Code (which generally includes any sale, exchange, gift, or transfer of legal
title), of Shares in the Participant’s ESPP Broker account at any time, whether by sale, exchange,
gift, or other transfer of title. Subject to Section 12.4 below, in the absence of such a
disposition of the Shares, however, the Shares must remain in the Participant’s account at the ESPP
Broker until the Holding Period has been satisfied. With respect to Shares for which the Holding
Period has been satisfied, a Participant may move such Shares to an account at another brokerage
firm of the Participant’s choosing or request that a certificate that represents the Shares be
issued and delivered to the Participant.




          12.4 A Participant who is not subject to United States taxation may, at any time and without
regard to the Holding Period, move his or her Shares to an account at another brokerage firm of the
Participant’s choosing or request that a certificate that represents the Shares be issued and
delivered to the Participant.




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     13. Withdrawal.



          13.1 A Participant may withdraw from the Plan, in whole but not in part, by delivering a
Withdrawal Notice to the Company by the 15th of the month or date designated by the Company prior
to the next Offering. A Participant’s withdrawal will become effective on the Commencement Date of
the next Offering following withdrawal. After such withdrawal, the Company shall refund the
Participant’s entire Account as soon as practicable.




          13.2 An employee who has previously withdrawn from the Plan may re-enter by complying with the
requirements of Section 7. Upon compliance with such requirements, an employee’s re-entry into the
Plan will become effective on the Commencement Date of the next Offering following the date the
employee complies with Section 7 with respect to the re-entry.




          13.3 Notwithstanding anything to the contrary in the Plan, the Committee or any officer
designated by the Committee may establish special procedures and extend the withdrawal period for
an Offering at any time during that Offering for Affected Persons, and such a withdrawal will
become effective immediately upon receipt of a Withdrawal Notice by the Company pursuant to Section
22; provided, however, that any such procedures do not result in the modification of any
outstanding Option within the meaning of Section 424 of the Code.




     14. Carryover of Account. At the conclusion of each Offering, the Company shall
automatically re-enroll each Participant in the next Offering, and the balance of each
Participant’s Account shall be used to purchase Shares in the subsequent Offering, unless the
Participant has advised the Company otherwise in writing, or as set forth in Section 20, in which
case the Company shall refund to the Participant the funds that remain in the Participant’s Account
as soon as practicable thereafter.



     15. Interest. No interest shall be paid or allowed on a Participant’s Account.



     16. Rights Not Transferable. No Participant shall be permitted to sell, assign,
transfer, pledge, or otherwise dispose of or encumber such Participant’s Account or any rights to
purchase or to receive Shares under the Plan other than by will or the laws of descent and
distribution, and such rights and interests shall not be liable for, or subject to, a Participant’s
debts, contracts, or liabilities. If a Participant purports to make a transfer, or a third party
makes a claim in respect of a Participant’s rights or interests, whether by garnishment, levy,
attachment, or otherwise, such purported transfer or claim shall be treated as a withdrawal
election under Section 13.



     17. Termination of Employment. As soon as practicable upon termination of a
Participant’s employment with the Company for any reason whatsoever, including but not limited
to death or retirement, the Participant’s Account shall be refunded to the Participant or the
Participant’s estate, as applicable.



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     18. Amendment or Discontinuance of the Plan. The Board or the Committee shall have
the right to amend or modify the Plan at any time without notice, and the Board shall have the
right to terminate the Plan at any time without notice, provided that (i) subject to Sections 19
and 23.1(b), no Participant’s existing rights under any Offering that is in progress may be
adversely affected thereby, and (ii) subject to Section 19, in the event that the Board or the
Committee desires to retain the favorable tax treatment under Sections 421 and 423 of the Code, no
such amendment of the Plan shall increase the number of Shares that were reserved for issuance
hereunder unless the Company’s shareholders approve such an increase.



     19. Changes in Capitalization. In the event of reorganization, recapitalization,
stock split, stock dividend, combination of Shares, merger, consolidation, offerings of rights, or
any other change in the capital structure of the Company, the Board or the Committee shall make
whatever adjustments are appropriate in the number, kind, and the price of the Shares that are
available for purchase under the Plan, and in the number of Shares that a Participant is entitled
to purchase.



     20. Share Ownership. Notwithstanding anything herein to the contrary, no Participant
shall be permitted to subscribe for any Shares under the Plan if such Participant, immediately
after such subscription, owns Shares that account for (including all Shares that may be purchased
under outstanding subscriptions under the Plan) five percent or more of the total combined voting
power or value of all classes of Shares of the Company or its Subsidiaries. For the foregoing
purposes the rules of Section 424(d) of the Code shall apply in determining share ownership. In
addition, no Participant shall be allowed to subscribe for any Shares under the Plan that permit
such Participant’s rights to purchase Shares under all “employee stock purchase plans” of the
Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of
such Shares for each calendar year in which such right to subscribe is outstanding at any time.
For purposes of this Section 20, the Fair Market Value of Shares shall be determined in each case
as of the Commencement Date of the Offering in which such Shares are purchased. The Company shall
refund as soon as practicable any contributions by a Participant that exceed the limit set forth in
the preceding sentence.



     21. Administration. The Plan shall be administered by the Board or the Committee,
which may engage the ESPP Broker to assist in the administration of the Plan. The Board or the
Committee shall be vested with full authority to make, administer, and interpret such rules and
regulations as it deems necessary to administer the Plan, and any determination, decision, or
action of the Board or the Committee in connection with the construction, interpretation,
administration, or application of the Plan shall be final, conclusive, and binding upon all
Participants and any and all persons that claim rights or interests under or through a Participant.
The Board may delegate any or all of its authority hereunder to a committee of the Board, as it
may designate.



     22. Notices. All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form specified by the Company at the location, or by the person, that is designated by the Company
from time to time for the receipt thereof, and, in the absence of such a designation, the Company’s
Partner Resources Department, Attention: Stock Administration shall be authorized to receive such
notices.



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     23. Termination of the Plan.



          23.1 This Plan shall terminate at the earliest of the following:




               (a) The date of the filing of a Statement of Intent to Dissolve by the Company or the
effective date of a merger or consolidation wherein the Company is not to be the surviving
corporation, which merger or consolidation is not between or among corporations related to the
Company. Prior to the occurrence of either of such events, on such date as the Company may
determine, the Company may permit a Participant to carry out the right to purchase, and to purchase
at the purchase price set forth in Section 5, the number of full Shares (not any fractional Shares)
that may be purchased with that Participant’s Account. In such an event, the Company shall refund
to the Participant the funds that remain in the Participant’s Account after such purchase;



               (b) The date the Board acts to terminate the Plan in accordance with Section 18 above; or



               (c) The date when all of the Shares that were reserved for issuance hereunder have been
purchased.



          23.2 Upon termination of the Plan, the Company shall refund to each Participant the balance of
each Participant’s Account.




     24. Limitations on Sale of Stock Purchased Under the Plan. The Plan is intended to
provide Shares for investment and not for resale. The Company does not, however, intend to
restrict or influence the conduct of any employee’s affairs. An employee, therefore, may sell
Shares that are purchased under the Plan at any time, subject to compliance with any applicable
federal or state securities laws. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE
PRICE OF THE SHARES.



     25. Governmental Regulation. The Company’s obligation to sell and deliver Shares
under this Plan is subject to any governmental approval that is required in connection with the
authorization, issuance, or sale of such Shares.



     26. No Employment Rights. The Plan does not, directly or indirectly, create any right
for the benefit of any employee or class of employees to purchase any Shares under the Plan, or
create in any employee or class of employees any right with respect to continuation of
employment by the Company, and it shall not be deemed to interfere in any way with the Company’s
right to terminate, or otherwise modify, an employee’s employment at any time.



     27. Governing Law. The law of the state of Washington shall govern all matters that
relate to this Plan except to the extent it is superseded by the laws of the United States.




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