exv10w1



 




EXHIBIT 10.1



March 29, 2007




Mr. Peter J. Bocian

1024 Whispering Pines Lane

Dayton, OH 45458




Dear Pete:



I am pleased to offer you the position of executive vice president and cfo designate reporting to
me at Starbucks Corporation, subject to approval by the Board of Directors. As a new partner, you
have the opportunity to help create a legacy through your valuable contributions and you will soon
be participating in various classes and immersion activities that will provide you information
about Starbucks history, coffee, and culture. I value your passion for the organization and look
forward to you joining the team on May 14, 2007.



Title/Transition




In order to allow time for you to complete your immersion before assuming the full responsibilities
of chief financial officer, you will join Starbucks as executive vice president and cfo designate
and remain in that role until October 1, 2007. At that time you will assume the role of executive
vice president, chief financial officer, and chief administrative officer. You will report to me
in both roles.



Here are the specifics of your offer:




You will be paid bi-weekly at a base salary that annualizes to $575,000.



Sign-on Bonus




You are guaranteed a one-time sign-on bonus of $500,000 less payroll taxes paid in full 30 days
after your start date. Please note, should you voluntarily leave Starbucks during your first year
of employment, you will be responsible for reimbursing Starbucks for a pro-rata gross share (n/12
based on number of months worked) of the one-time sign-on bonus you received. Your sign-on bonus
is not eligible pay for purposes of making contributions into Starbucks savings plan.



Sign-On Stock Option Grant




You will be granted stock options to purchase 200,000 shares of Starbucks common stock under the
Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan, subject to formal approval by
the Compensation and Management Development Committee of the



 









 






Pete Bocian
March 29, 2007
Page 2




Board of Directors. The exercise price of the options will be the regular trading session closing
price of a share of Starbucks stock on the date of the grant. The grant date of your options will
be effective in accordance with the Company’s option grant policy. The options will be
non-qualified and will vest in equal installments over a period of four (4) years, beginning on the
first anniversary date of the grant, subject to your continued employment.



Annual Bonus




For fiscal year 2007, your bonus will be guaranteed at a minimum 100% payout of $287,500 under the
General Management Incentive Plan. For fiscal year 2008, you will participate in the Executive
Management Bonus Plan for the full year. Your incentive target is 50% of your eligible base
salary. This incentive is based on achievement of company, business unit/department, and
individual performance goals. We will provide you with more information about the bonus plans and
a copy of the plan documents. Starbucks reserves the right to review, change, amend, or cancel
incentive plans at any time.



Stock Options




You will be granted stock options to purchase shares of Starbucks common stock with an economic
value of $1,000,000 (USD) under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive
Plan, subject to approval by the Compensation and Management Development Committee and the Board of
Directors when it approves the Company’s regular annual stock option grants in fiscal 2008. The
annual grant occurs on the second business day after the Company releases its fiscal year-end
earnings (i.e., currently expected to be on or about November 19, 2007). The exercise price of the
options will be the regular trading session closing price of a share of Starbucks stock on the date
of the grant. The options will be non-qualified and will vest in equal installments over a period
of four (4) years, beginning on the first anniversary date of the grant, subject to your continued
employment. As an executive, you are not eligible for stock option grants under the Company-Wide
Stock Option Plan (commonly referred to as “Bean Stock”).



Insider Trading




As an executive, with access to sensitive business and financial information about the Company, you
will be prohibited from trading Starbucks securities (or, in some circumstances, the securities of
companies doing business with Starbucks) from time to time in accordance with the Company’s Insider
Trading Policy and Blackout Procedures. A copy of the policy will be provided to you and you will
be required to sign a certificate indicating that you have read and understand the policy.



 









 





Pete Bocian
March 29, 2007
Page 3



Management Deferred Compensation Plan




You are eligible to participate in the Management Deferred Compensation Plan (MDCP). The MDCP
provides eligible partners with the opportunity to save on a tax-deferred basis. If you are
eligible, you will receive general information and enrollment materials at your home address as
soon as administratively possible after your start date on U.S. payroll. If you have questions
about the MDCP, please contact the Starbucks Savings Team at savings@starbucks.com. You
may obtain more information about the MDCP on the Savings link at http://LifeAt.sbux.com.



COBRA




Should you elect COBRA (continuation of health coverage) from your previous employer, Starbucks
will pay your COBRA premiums less applicable taxes until you become eligible for Starbucks benefits
(approximately 3 months following hire). Once you have signed up for COBRA coverage (within 60-day
election period), submit proof of payment(s) to your Partner Resources contact for processing.



Executive Life Insurance




As an executive, you and your family have a greater exposure to financial loss resulting from your
death. Starbucks recognizes this exposure and has provided for coverage greater than outlined in
Your Special Blend. You will receive partner life coverage equal to three times your annualized
base pay, paid for by Starbucks. You may purchase up to an additional two times your annualized
base pay (for a total of five times pay) to a maximum life insurance benefit of $2,000,000.



Severance




If your employment is terminated by the Company during your first 12 months at Starbucks for any
reason other than for cause, you will receive a lump sum severance pay, equivalent to one year’s
base salary, less applicable taxes, within 30 days.



Coffee Hedging




As an officer of the Company, a member of the Coffee Management Group, or a partner involved in
coffee procurement and trading on behalf of the Company, you are prohibited from trading in coffee
commodity futures for your own account. If you have further questions, please contact your Partner
Resources generalist.



Executive Physical Exam




You are eligible to participate in Starbucks executive physical program. Information about the
program and our program provider will be emailed to you (new participants are



 









 






Pete Bocian
March 29, 2007
Page 4




notified at the beginning of each calendar quarter). The program provider will contact you shortly
thereafter to establish an appointment. If you have questions about this physical, please contact
Kelley Hardin at (206) 318-7756.



Relocation Benefits




Details of relocation benefits will follow under separate cover.



Please Note: Should you voluntarily terminate your employment with Starbucks Corporation during
the first year, you will be responsible for reimbursing Starbucks for a pro-rata share of all
relocation expenses incurred by Starbucks on your behalf.



Section 409A




The terms of this letter are intended to comply with Section 409A of the Internal Revenue Code of
1986, as amended, including any regulations and official guidance issued thereunder, to the extent
Section 409A applies. Notwithstanding any other provision of this letter to the contrary, this
letter will be interpreted and applied in a manner consistent with that intention, and will be
deemed to be amended (and any deferrals and distributions hereunder will be deemed to be modified)
to the extent Starbucks determines it necessary (a) to comply with Section 409A, including any
regulations and official guidance issued thereunder, or exceptions thereto, as applicable, and (b)
to avoid the predistribution inclusion in income of amounts deferred under this letter and the
imposition of any additional tax or interest with respect to such amounts.



Additional Information




Attached to this letter is Your Special Blend, an overview of Starbucks benefits, savings and stock
programs. If you have questions regarding these programs or eligibility, please call Starbucks
Partner Contact Center at 1-866/504-7368. Please note that although it is Starbucks intent to
continue these plans, they may be amended or terminated at any time without notice.



You will
receive a Partner Information & New Hire Paperwork booklet that includes an I-9 form and your new hire paperwork. To complete the I-9 form, please bring appropriate
identification as described on the enclosed Lists of Acceptable Documents with you on your first
day. Please remember that this offer is contingent upon you providing proof of your eligibility to
work in the United States. This offer is also contingent on the satisfactory completion and review
of your background inquiry.



Additionally, on your first day, you will receive, and are required to sign an Insider Trading,
Confidentiality Policy and Procedures document, and a Confidentiality and Invention Agreement as a
condition of employment.



 









 






Pete Bocian
March 29, 2007
Page 5



Your position also requires you sign a Non-Competition Agreement. Enclosed are two copies. Please
review and sign both copies of the Non-Competition Agreement, this letter and the Acknowledgement
form, and return one copy of each document to Connie Williams.



Your employment with Starbucks Corporation is ‘at will,’ meaning that either you or your employer
can end the employment relationship at any time, for any reason not prohibited by law.



On behalf of the entire team, I am excited to welcome you as a partner and look forward to working
with you. If you have any questions, please call me at 206-318-8575.



Warm regards,




/s/ Jim Donald




Jim Donald

president & chief executive officer




	 	 	 
	cc:

	 	partner file

Stock Administration (S-HR3)
	 

	 	Connie Williams / Kristi Bar
	 
	 	 
	Enc.

	 	Non-Competition Agreement






I accept employment with Starbucks Corporation, and its wholly owned subsidiaries, according to the
terms set forth above.



	 	 	 	 	 
	/s/ Peter J. Bocian
 


	 	April 2, 2007
 

	 	 
	Peter J. Bocian

	 	Date