EX-10.1





Exhibit 10.1






	 	 	 	 	       
		 	CONSULTING
AGREEMENT
	 	 






     This CONSULTING AGREEMENT (this “Agreement”), dated as of April 6, 2009 (the “Effective
Date”), is between Starbucks Corporation (d/b/a Starbucks Coffee Company) (“Starbucks”) and Olden
Lee (“Consultant”). Starbucks and Consultant hereby agree as follows:


1. SERVICES. Consultant shall serve as Starbucks interim executive vice president, Partner
Resources in a consultant capacity during the term of this Agreement and shall perform the services
normally associated with the position of executive vice president, Partner Resources (collectively,
the “Services”); provided, however, that Consultant shall not participate in the preparation of
Starbucks financial statements. It is understood by the parties to this Agreement that the
Services are being provided on a temporary basis while Starbucks searches for a permanent executive
vice president, Partner Resources.



2. TERM/TERMINATION. The term of this Agreement shall commence on the Effective Date and
continue for a period not to exceed one (1) year from the Effective Date or such earlier date as
this Agreement may be terminated in accordance with the provisions of this Agreement. Either
Starbucks or Consultant may terminate this Agreement, with or without cause, at any time upon two
weeks’ notice to the other party.



3. FEES/EXPENSES. Starbucks shall pay Consultant for the Services as follows:





	 	(a)	 	Monthly Consulting Fee. During the term of this Agreement, Starbucks shall
pay Consultant a consulting fee of $25,000 per month. Such fees will be prorated for any
partial periods. The monthly consulting fee shall be paid to Consultant within ten (10)
days after the last day of each month.
	 
	 	(b)	 	Expenses. In addition to reimbursement of ordinary business expenses in
accordance with Starbucks policies, Starbucks shall reimburse Consultant for the following
(collectively, the “Additional Expenses”):






	 	a.	 	Temporary living expenses in the Seattle, WA area during the term of
this Agreement including housing, car rental, and utilities; and
	 
	 	b.	 	Weekly roundtrip airfare and travel expenses for Consultant and/or
Consultant’s spouse from the Seattle, WA area to Consultant’s place of primary
residence.






	 	 	 	Reimbursements for the Additional Expenses shall be made as soon as reasonably practicable
upon Consultant’s presenting applicable statements, receipts or other supporting
documentation as the Company may reasonably require relating to such Additional Expenses.




4. CONFIDENTIAL INFORMATION. Consultant agrees to hold Starbucks confidential and
proprietary information in confidence, consistent with Consultant’s obligations as a member of
Starbucks board of directors. Nothing herein shall limit Consultant’s ability to share
confidential information with members of Starbucks board of directors or otherwise impact
Consultant’s duties or obligations as a member of Starbucks board of directors.



5. RIGHTS TO WORK. Consultant agrees that all Services and any parts of the Services
created, performed, contributed, or prepared by Consultant pursuant to this Agreement, and all
patents, copyrights, trade secrets and other proprietary rights and equivalent rights in or based
on the Services (the “Works”) have been specially ordered and commissioned by Starbucks, are
works-made-for-hire from the moment of creation, and are and shall be the sole and exclusive
property of Starbucks. No rights of any kind are reserved to or by Consultant or shall revert to
Consultant. Consultant specifically agrees to obtain all appropriate releases and assignments
necessary to convey to Starbucks the rights described in this Section. Consultant grants to
Starbucks, and Starbucks accepts, an irrevocable, worldwide and nonexclusive right, with the right
to grant licenses and sublicenses to others without accounting to Consultant, under all patents,
copyrights, trademarks, trade secrets and other proprietary rights of Consultant included in or
necessary to use the Works and improvements.



6. STATUS. Consultant is an independent contractor and not an employee, agent, or joint
venturer of Starbucks. Nothing in this Agreement shall be construed as creating an
employer-employee relationship. Consultant specifically rejects and renounces any employment
benefits offered to Starbucks employees. Consultant recognizes that no amount will be withheld
from the remuneration paid hereunder for payment of any federal, state, or local taxes and that
Consultant has sole responsibility to pay such


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taxes, if any, and file such returns as shall be required by applicable laws and regulations.
Consultant shall make all required legal and tax filings and payments and shall indemnify Starbucks
from and against any liabilities arising from Consultant’s failure to make such filings or
payments.



7. NOTICE. Any notice sent pursuant to this Agreement shall be sent by certified mail,
return receipt requested, or by overnight mail to the addresses below or to such address as either
party may in the future designate. Notices shall be effective upon receipt. A copy of any notice
to Starbucks shall also be sent to:



Starbucks Corporation

Attn: executive vice president and general counsel

2401 Utah Avenue South, Suite 800, Mail Stop S-LA1

Seattle, WA 98134



8. ASSIGNMENT. This Agreement shall not be assigned by Consultant without Starbucks prior
written approval. Except as otherwise provided, this Agreement shall be binding upon and inure to
the benefit of the parties’ successors and lawful assigns.



9. AMENDMENTS. This Agreement supersedes all previous agreements between the parties
relating to the Services and cannot be modified without the prior written consent of both parties.



10. GOVERNING LAW. This Agreement shall be governed by the laws of the state of
Washington, without reference to conflicts of law principles. The parties hereby consent to the
jurisdiction of the federal and state courts located in King County, Washington, for purposes of
any legal action arising out of this Agreement.



11. GENERAL PROVISIONS. In the event any provision of this Agreement is held by a tribunal
of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement
shall remain in full force and effect. Sections 4 (Confidential Information), 5 (Rights to Work),
6 (Status), 8 (Assignment), 10 (Governing Law), and 11 (General Provisions) shall survive any
termination or expiration of this Agreement.



Starbucks and Consultant have executed this Agreement as of the date first listed above.




	 	 	 	 	 
	 	OLDEN LEE

 	 
	 	By:  	/s/ Olden Lee
 	 
	 	  	Olden Lee
 	 



	 	 	 	 	 
	 	Address	
 	 
	 		

 	 
	 		

 	 
	 



	 	 	 	 	 
	 	STARBUCKS CORPORATION

 	 
	 	By:  	/s/  Howard Schultz
 	 
	 	 	Name Print
Howard Schultz 	 
	 	 	Title  	chairman, president and ceo

	 
	 	 	2401 Utah Avenue South, Seattle, WA  98134-1431 	 



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