EXHIBIT 10.10 BONUS COMPENSATION AGREEMENT

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                                                                   EXHIBIT 10.10

                          BONUS COMPENSATION AGREEMENT

      THIS BONUS COMPENSATION AGREEMENT (this "Agreement") is made and entered

into as of June 29, 2005, between Caribou Coffee Company, Inc., a Minnesota

corporation (the "Company"), and Michael J. Coles, an individual resident of the

State of Georgia ("Employee").

                                   RECITALS :

      WHEREAS, the Company and Employee are parties to that certain Employment

Agreement dated as of May 30, 2003 (the "Existing Employment Agreement");

      WHEREAS, the Company and Employee desire to amend and restate the Existing

Employment Agreement in the form of a new employment agreement, dated the date

hereof (the "Restated Employment Agreement"), which agreement shall provide the

terms and conditions upon which Employee shall serve as an employee of the

Company on or after the effective date of the Restated and Employment Agreement;

and

      WHEREAS, in consideration for the Employee entering into the Restated

Employment Agreement, the Company desires to issue to the Employee the Bonus (as

defined in Section 1 hereof);

                                    AGREEMENT

      NOW THEREFORE, in consideration of the promises and mutual agreements set

forth in this Agreement, and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:

      SECTION 1. BONUS COMPENSATION AWARD. The Company and Employee hereby agree

that, upon Executive's execution and delivery of each of the Restated Employment

Agreement, this Agreement and the Instrument of Adherence (as set forth in

Section 3 hereof), the Company shall (a) deliver to Employee's account pursuant

to the wire transfer instructions attached hereto as Exhibit A a lump sum cash

payment of $750,000 in immediately available funds (subject to any withholding

obligations as set forth in Section 4 of this Agreement) (the "Cash Award") and

(b) issue to Employee 75,000 shares of the Company's common stock, par value

$0.01 per share (the "Bonus Shares;" together with the Cash Award, the "Bonus").

      SECTION 2. STOCK CERTIFICATE. The Company shall issue a stock certificate

in the name of Employee dated the date hereof representing the Bonus Shares.

Employee acknowledges and understands that the certificate representing the

Bonus Shares will bear a legend to the following effect unless the Company

determines otherwise in compliance with applicable law:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

      UNDER ANY STATE SECURITIES LAWS OR UNDER

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      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN

      RELIANCE UPON VARIOUS EXEMPTIONS THEREFROM. THESE SECURITIES HAVE BEEN

      ACQUIRED FOR INVESTMENT FOR THE REGISTERED OWNER'S OWN ACCOUNT AND NOT

      WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR OTHER

      DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY BE

      EFFECTED, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE

      CORPORATION, WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO

      OR A NOTICE FROM THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED

      UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE OR OTHER SECURITIES LAWS

      OR OTHER APPLICABLE U.S. OR NON-U.S. LAWS OF SIMILAR IMPORT.

      THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RIGHTS,

      RESTRICTIONS AND OBLIGATIONS CONTAINED IN A SHAREHOL