**Exhibit 10.12**

**PEET’S COFFEE & TEA, INC.**

**AMENDED AND RESTATED 2000 NON-EMPLOYEE DIRECTOR STOCK**

**OPTION PLAN**

**ADOPTED NOVEMBER 1, 2000**

**APPROVED BYSHAREHOLDERS NOVEMBER 17, 2000**

**AMENDEDAND RESTATEDON MARCH 3, 2008**

 

**(a) Eligible OptionRecipients**. The persons eligible to receive Options are the Non-Employee Directors of the Company. 

**(b) Available Options**. Thepurpose of the Plan is to provide a means by which Non-Employee Directors may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Nonstatutory Stock Options. 

**(c) General Purpose**. The Company, by means of the Plan, seeks to retain the services of its Non-Employee Directors, to secure and retain theservices of new Non-Employee Directors and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 

 

**(a)**“***Affiliate***” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 

**(b)*****“Annual Grant”*** means an Option granted annually to all Non-Employee Directors who meet the criteria specified insubsection 6(b) of the Plan. 

**(c)*****“Annual Meeting”*** means the annual meeting of the shareholders of theCompany. 

**(d)**“***Board***” means the Board of Directors of the Company. 

**(e)**“***Code***” means the Internal Revenue Code of 1986, as amended. 

**(f)**“***Common Stock***” means the common stock of the Company. 

**(g)**“***Company***” means Peet’s Coffee & Tea, Inc., a Washington corporation. 

**(h)**“***Consultant***” means any person, including an advisor, (i) engaged by the Company or an Affiliate to renderconsulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the 

 

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term “Consultant” shall not include either Directors of the Company who are not compensated by the Company for their services as Directors orDirectors of the Company who are merely paid a director’s fee by the Company for their services as Directors. 

**(i)**“***Continuous Service***” means that the Optionholder’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Optionholder’s ContinuousService shall not be deemed to have terminated merely because of a change in the capacity in which the Optionholder renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which theOptionholder renders such service, provided that there is no interruption or termination of the Optionholder’s service. For example, a change in status without interruption from a Non-Employee Director of the Company to a Consultant of anAffiliate or an Employee of the Company will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall beconsidered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. 

**(j)**“***Director***” means a member of the Board of Directors of the Company. 

**(k)*****“Disability”*** means the inability of a person, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of that person’s position with the Company or an Affiliateof the Company because of the sickness or injury of the person. 

**(l)**“***Employee***” means any person employed bythe Company or an Affiliate. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate. 

**(m)**“***Exchange Act***” means the Securities Exchange Act of 1934, as amended. 

**(n)**“***Fair Market Value***” means, as of any date, the value of the Common Stock determined as follows: 

**(i)**If the common stock (defined in the Plan the common stock of the company) is listed on any established stock exchange or traded on the NasdaqNational Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of common stock shall be the closing sales price for such stock (or closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange ormarket with the greatest volume of trading in the common stock) on the day of determination. 

**(ii)**In the absence of such marketsfor the Common Stock, the Fair Market Value shall be determined in good faith by the Board. 

**(o)*****“InitialGrant”*** means an Option granted to a Non-Employee Director who meets the criteria specified in subsection 6(a) of the Plan. 

**(p)*****“IPO Date”*** means the effective date of the initial public offering of the Common Stock, which was January 25, 2001. 

 

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**(q)**“***Non-Employee Director***” means a Director who is not an Employee.

**(r)**“***Nonstatutory Stock Option***” means an Option not intended to qualify as an incentive stock option withinthe meaning of Section 422 of the Code and the regulations promulgated thereunder. 

**(s)**“***Officer***” meansa person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

**(t)**“***Option***” means a Nonstatutory Stock Option granted pursuant to the Plan. 

**(u)**“***Option Agreement***” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the termsand conditions of the Plan. 

**(v)**“***Optionholder***” means a person to whom an Option is granted pursuant to thePlan or, if applicable, such other person who holds an outstanding Option. 

**(w)**“***Plan***” means thisPeet’s Coffee & Tea, Inc. 2000 Non-Employee Director Stock Option Plan, as amended and restated on March 4, 2002. 

**(x)**“***Rule 16b-3***” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 

**(y)**“***Securities Act***” means the Securities Act of 1933, as amended. 

 
**3.****ADMINISTRATION.**
**(a)Administration by Board**. The Board shall administer the Plan. The Board may not delegate administration of the Plan to a committee. 

**(b) Powers of Board**. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 

**(i)**To determine the provisions of each Option to the extent not specified in the Plan. 

**(ii)**To construe andinterpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in anyOption Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 

**(iii)**Toamend the Plan or an Option as provided in Section 12. 

**(iv)**To terminate or suspend the Plan as provided in Section 13.

 

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**(v)**Generally, to exercise such powers and to perform such acts as the Board deems necessary orexpedient to promote the best interests of the Company that are not in conflict with the provisions of the Plan. 

**(c) Effect ofBoard’s Decision.** All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 

 
**4.****SHARES SUBJECTTOTHE PLAN.**
**(a) Share Reserve**. Subject to the provisions of Section 11 relating to adjustments, the Common Stock that may be issued pursuant to Optionsshall not exceed three hundred thirty thousand (330,000) shares of Common Stock (the “Reserved Shares”). As of each Annual Meeting, beginning in 2002, and continuing through and including the Annual Meeting in 2020, the number ofReserved Shares will be increased automatically by the *least* of (i) three quarters of one percent (0.75%) of the total number of shares of Common Stock outstanding on such date, (ii) sixty thousand (60,000) shares, or(iii) a number of shares determined by the Board prior to such date, which number shall be less than (i) and (ii) above. 

**(b) Reversion of Shares to the Share Reserve**. If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Optionshall revert to and again become available for issuance under the Plan. 

**(c) Source of Shares**. The shares of Common Stock subject tothe Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 

 
**5.****ELIGIBILITY.**
The Options as setforth in Section 6 of the Plan automatically shall be granted under the Plan to all Non-Employee Directors. 

 
**6.****NON-DISCRETIONARY GRANTS.**
**(a) Initial Grants.**Without any further action of the Board, each person who is a Non-Employee Director on the IPO Date or who is elected or appointed for the first time to be a Non-Employee Director after theIPO Date automatically shall, upon the IPO Date, or upon the date of his or her initial election or appointment to be a Non-Employee Director by the Board or shareholders of the Company, whichever date is applicable, be granted an Initial Grant topurchase fifteen thousand (15,000) shares of Common Stock on the terms and conditions set forth herein. 

**(b) Annual Grants.**Without any further action of the Board, a Non-Employee Director shall be granted an Annual Grant as follows: On the day following each Annual Meeting commencing with the Annual Meeting in 2001, each person who is then a Non-Employee Directorautomatically shall be granted an Annual Grant to purchase five thousand (5,000) shares of Common Stock on the terms and conditions set forth herein. In the event a Non-Employee Director begins service on a date other than the date of theAnnual Meeting, such Director shall be granted the pro rata amount of shares representing the number of full calendar months of service remaining until the one year anniversary of the previous Annual Meeting. 

 

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**7.****OPTION PROVISIONS.**
Each Option shall be in such form and shall contain such terms and conditions as required by the Plan. Each Option shall contain such additional terms and conditions, not inconsistent with the Plan, as the Board shall deem appropriate. EachOption shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: 

**(a) Term**. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted. 

**(b) Exercise Price**. The exercise price of each Option shall be one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted. Notwithstanding theforegoing, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions ofSection 424(a) of the Code. 

**(c) Consideration**. The purchase price of stock acquired pursuant to an Option may be paid, to theextent permitted by applicable statutes and regulations, in any combination of the following methods: 

**(i)**By cash or check.

**(ii)**Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in *The Wall StreetJournal*, by delivery of already-owned shares of Common Stock either that the Optionholder has held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that the Optionholder did not acquire,directly or indirectly from the Company, 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 shall includedelivery to the Company of the Optionholder’s attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, the Optionholder may not exercise the Option by tender to the Company ofCommon Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 

**(iii)**Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in *The Wall Street Journal*, pursuant to a program developed under Regulation T as promulgated by theFederal 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.

**(d) Transferability**. An Option is transferable by will or by the laws of descent and distribution. An Option also is transferable(i) by instrument to an inter vivos or testamentary 

 

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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 (ii) by gift,in a form accepted by the Company, to a member of the “immediate family” of the Optionholder as that term is defined in 17 C.F.R. 240.16a-1(e). An Option shall be exercisable during the lifetime of the Optionholder only by the Optionholderand a permitted transferee as provided herein. However, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shallthereafter be entitled to exercise the Option. 

**(e) Exercise Schedule**. The Option shall be exercisable as the shares of Common Stocksubject to the Option vest.****

**(f) Vesting Schedule**. With respect toInitial Grants, 1/36th of the shares subject to the Initial Grant shall vest one month after the date of grant and 1/36th of the shares shall vest monthly thereafter for the next 35 months. With respect to Annual Grants, 100% of the shares subject to the Annual Grant shall veston the one year anniversary of the previous Annual Meeting; *provided, however,* that if the Non-Employee Director is not in Continuous Service between the date of grant and such one year anniversary, then the number of shares that shall vestas of the Non-Employee Director’s termination of Continuous Service will represent the pro rata amount for each full calendar month such Non-Employee Director was in Continuous Service from the date of grant to such one year anniversary.

**(g) Termination of Continuous Service**. In the event an Optionholder’s Continuous Service terminates (other than upon theOptionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise it as of the date of termination) but only within such period of time ending on the earlier of(i) the date three (3) months following the termination of the Optionholder’s Continuous Service, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder doesnot exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. 

**(h) Extension ofTermination Date**. If the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance ofshares would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in subsection 7(a) or (ii) the expiration of a period ofthree (3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements. 

**(i) Disability of Optionholder**. In the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’sDisability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise it as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve(12) months following such termination or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, theOption shall terminate. 

 

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**(j) Death of Optionholder**. In the event (i) an Optionholder’s Continuous Serviceterminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the three-month period after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may beexercised (to the extent the Optionholder was entitled to exercise the Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designatedto exercise the Option upon the Optionholder’s death, but only within the period ending on the earlier of (1) the date eighteen (18) months following the date of death or (2) the expiration of the term of such Option as set forthin the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate. 

 
**8.****COVENANTSOFTHE COMPANY.**
**(a) Availability of Shares**. During the terms of the Options, the Company shall keep available at all times the number of shares of Common Stockrequired to satisfy such Options. 

**(b) Securities Law Compliance**. The Company shall seek to obtain from each regulatory commissionor agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shall not require the Company toregister under the Securities Act the Plan, any Option or any stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority whichcounsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such Options unless and until such authority isobtained. 

 
**9.****USEOF PROCEEDSFROM STOCK.**
Proceeds from the sale of stock pursuant to Options shall constitute general funds of the Company. 

 
**10.****MISCELLANEOUS.**
**(a) StockholderRights**. No Optionholder shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Option unless and until such Optionholder has satisfied all requirements for exercise of the Optionpursuant to its terms. 

**(b) No Service Rights**. Nothing in the Plan or any instrument executed or Option granted pursuant theretoshall confer upon any Optionholder any right to continue to serve the Company as a Non-Employee Director or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with orwithout cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and anyapplicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. 

 

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**(c) Investment Assurances**. The Company may require an Optionholder, as a condition of exercisingor acquiring stock under any Option, (i) to give written assurances satisfactory to the Company as to the Optionholder’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonablysatisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; and(ii) to give written assurances satisfactory to the Company stating that the Optionholder is acquiring the stock subject to the Option for the Optionholder’s own account and not with any present intention of selling or otherwisedistributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares upon the exercise or acquisition of stock under the Option has been registeredunder a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under thethen applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws,including, but not limited to, legends restricting the transfer of the stock. 

**(d) Withholding Obligations**. The Optionholder maysatisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under an Option by any of the following means (in addition to the Company’s right to withhold from any compensation paid to theOptionholder by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares from the shares of the Common Stock otherwise issuable to the Optionholder as a result of theexercise or acquisition of stock under the Option, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned andunencumbered shares of the Common Stock. 

 
**11.****ADJUSTMENTSUPON CHANGESIN STOCK.**
**(a) Capitalization Adjustments**. If any change is made in the stock subject to the Plan, or subject to any Option, without the receipt ofconsideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares,change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject both to the Plan pursuant to subsection4(a) and to the nondiscretionary Options specified in Section 5, and the outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per share of stock subject to such outstanding Options. The Boardshall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by theCompany.) 

**(b) Dissolution or Liquidation**. In the event of a dissolution or liquidation of the Company, then all outstanding Optionsshall terminate immediately prior to such event. 

 

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**(c) Corporate Transaction**. In the event of (i) a sale, lease or other disposition of all orsubstantially all of the securities or assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation or (iii) a reverse merger in which the Company is the surviving corporation but the sharesof Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (each, a “Corporate Transaction”), then with respect to Optionsheld by Optionholders whose Continuous Service has not terminated, the vesting of such Options (and the time during which such Options may be exercised) shall be accelerated in full, and the Options shall terminate if not exercised at or prior tothe Corporate Transaction. With respect to any other Options outstanding under the Plan, such Options shall terminate if not exercised prior to the Corporate Transaction. 

 
**12.****AMENDMENTOFTHE PLANAND OPTIONS.**
**(a) Amendment of Plan**. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11 relating toadjustments upon changes in stock, no amendment shall be effective unless approved by the shareholders of the Company to the extent stockholder approval is necessary to satisfy the requirements of Rule 16b-3 or any Nasdaq or securities exchangelisting requirements. 

**(b) Stockholder Approval**. The Board may, in its sole discretion, submit any other amendment to the Plan forstockholder approval. 

**(c) No Impairment of Rights**. Rights under any Option granted before amendment of the Plan shall not beimpaired by any amendment of the Plan unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 

**(d) Amendment of Options**. The Board at any time, and from time to time, may amend the terms of any one or more Options; provided, however, that the rights under any Option shall not be impaired by any suchamendment unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 

 
**13.****TERMINATIONOR SUSPENSIONOFTHE PLAN.**
**(a) Plan Term**. The Board may suspend or terminate the Plan at any time. No Options may be granted under the Plan while the Plan is suspended orafter it is terminated. 

**(b) No Impairment of Rights**. Suspension or termination of the Plan shall not impair rights and obligationsunder any Option granted while the Plan is in effect except with the written consent of the Optionholder. 

 
**14.****EFFECTIVE DATEOF PLAN.**
The Plan became effective on the IPO Date and the Plan was approved by the shareholders of the Company on November 17, 2000. The amended and restatedPlan shall become effective as the date approved by the Board. 

 

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**15.****CHOICEOF LAW.**
All questions concerning the construction, validity and interpretation of this Plan shall be governed by the law of the State of Washington, without regard to such state’s conflict of laws rules. 

 

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