Exhibit
10.2

    


    LETTER
AGREEMENT BETWEEN THE COMPANY AND P. CHRISTINE LANSING

     

    April 9,
2010

     

    This
confirms your decision to resign from your position as Vice President and
General Manager of our Consumer business effective April 30, 2010 and from
employment with Peet’s Coffee & Tea (the “Company”) effective July 5, 2010
to pursue another professional opportunity.  From May 1, 2010 through July
5, 2010, you will remain a Company employee, performing limited transitional
duties within your area of expertise as may be requested, but will no longer
serve as a corporate officer.  It is agreed and understood that you may
commence employment with a new employer after April 30, 2010 and, if so, you
will remain available by telephone to discuss with the Company and people and/or
business issues where the Company may require your involvement or
assistance.  We are extremely grateful to you for your many contributions
to the Company during your time with us and we wish you the very best in your
new endeavors.  The remainder of this letter outlines the compensation
related terms surrounding your decision to resign.

     

    Salary:
We will continue to pay your salary through July 5, 2010.

     

    Benefits:
We will continue to provide you with all of your current Company sponsored
employee benefits through July 5, 2010.  After July 5, 2010, you will also
be eligible to convert your medical insurance coverage under COBRA and will
receive information from our plan administrator describing this conversion
election.  The Company will either (i) pay your COBRA premiums for coverage
through October 5, 2010, providing you submit a timely election and remain
eligible under COBRA during such period, or (ii) at your election in writing to
the Company on or before July 31, 2010, pay you lump sum cash payment of $3,000,
less required withholdings on or before August 15, 2010 for you to utilize for
the payment of other benefits such as life insurance.

     

    Options:  All
options will continue to vest up until July 5, 2010.  After that date, per
the Company’s options plan agreement, you will have 90 days within which to
exercise your vested options.

     

    Outplacement:  You
are eligible to receive outplacement services not to exceed $10,000, provided
you utilize such services prior to December 31, 2010.  At your election in
writing to the Company on or before July 31, 2010, in lieu of payment for
outplacement services, the Company will pay you a lump sum cash payment of
$10,000, less required withholdings, on or before August 15, 2010 for you to
utilize for services such as estate planning or financial planning.

     

    Release:  In
exchange for the consideration provided to you under this agreement, including
but not limited to continued employment and the payments pursuant to the
Benefits and Outplacement sections above, to which you would not otherwise be
entitled, you completely release the Company, its affiliated, related, parent or
subsidiary entities, and its and their present and former directors, officers,
and employees (the “Released Parties”) from any and all claims you may now have
or have ever had against any of them arising at any time up to and including the
date you sign this agreement, including, but not limited to, any claims arising
under Title VII of the Civil Rights Act of 1964, the California Fair Employment
and Housing Act, the Age Discrimination in Employment whether statutory laws or
claims arising under common law, whether known or unknown, and any and all
claims for attorneys’ fees and costs (the “Released Claims”).  The parties
intend for this release to be enforced to the fullest extent permitted by
law.  You understand that you are not waiving any right or claim that
cannot be waived as a matter of law, such as workers’ compensation or
unemployment insurance benefits, nor are you waiving any rights to your vested
Company-sponsored employee indemnification by the Company for your lawful
activities as a Company officer and employee.  You agree not to file or
initiate any lawsuit concerning the Released Claims.  You understand that
this paragraph does not prevent you from filing a charge with or participating
in an investigation by a governmental administrative agency; provided, however,
that you hereby waive any right to receive any monetary award resulting from
such a charge or investigation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
1542 Waiver:  In granting the releases herein, which include claims
that might be unknown to you at present, you acknowledge that you have read and
understand Section 1542 of the California Civil Code, which states: “A general
release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the
debtor.”  You hereby expressly waive and relinquish all rights and
benefits under that section and any law or legal principle of similar effect in
any jurisdiction with respect to the releases granted herein, including but not
limited to the release of unknown and unsuspected claims granted in this
Agreement.

     

    In
consideration for your entering into this letter agreement, the Released Parties
completely release you from any and all claims they may now have or have ever
had against you for your lawful activities as a Company officer and
employee.

     

    This
letter contains all of our agreements and understandings and fully supersedes
any prior agreements or understandings that we may have had regarding your
employment with the Company or its termination, and it specifically supersedes
any provisions of the Key Employee Agreement and Employment Letter that may be
inconsistent with the terms of this letter agreement; provided, however, that
(a) Section 3 and its subparts (“Confidential Information, Rights and Duties”)
of the Key Employee Agreement will remain in effect, while (b) Section 7
(“Restrictive Covenant”) and the last two sentences of Section 8
(“Noninterference”) will be of no further force or effect.  This agreement
is governed by California law and may be amended only in a written document
signed by you and the Company’s President & CEO.  If any term in this
agreement is unenforceable, the remainder of the agreement will remain
enforceable.  In the event of your death after April 30, 2010, the unpaid
monies due to you under this letter agreement will be paid to your
estate.

     

    Please
note that you have 21 days to consider this letter agreement (but may sign it at
any time with this 21-day period if you do desire) and that you are advised to
consult an attorney to this agreement.  You acknowledge that you are
knowingly and voluntarily waiving and releasing any rights you have under ADEA
(the “ADEA Waiver”).  You also acknowledge that the consideration given for
the ADEA Waiver is in addition to anything of value to which you were already
entitled, and that your ADEA Waiver does not apply to any rights or claims that
arise after the date you sign this agreement.  In addition, you may revoke
this agreement by delivering to the Company, to my attention, a revocation
letter within 7 days of signing it.  This agreement shall not become
effective or enforceable until the 7-day revocation period has
expired.

     

    If you
have any questions, please feel free to call me.  We wish you the best in
your future endeavors.

     

    Very
truly yours,

     

    
      
        	
                /s/ Pat
O’Dea

              


      

    

     

    Pat
O’Dea

     

    To accept
the terms set for above, please sign below and return this letter to me on or
before April 30, 2010.

     

    ACCEPTED
AND AGREED:

     

    Date:
April 9,
2010

     

    
      
        	
                /s/ Chris
Lansing

              


      

    

     

    Chris
Lansing