EXHIBIT 10.1 STARBUCKS CORPORATION 2005 LONG-TERM EQUITY INCENTIVE PLAN (EFFECTIVE FEBRUARY 9, 2005)

Executive Compensation Plan Agreement

You are currently viewing:

This Executive Compensation Plan Agreement involves

STARBUCKS CORP

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: EXHIBIT 10.1 STARBUCKS CORPORATION 2005 LONG-TERM EQUITY INCENTIVE PLAN (EFFECTIVE FEBRUARY 9, 2005)
Date: 2/10/2005
Industry: EATING Sector: SERVIC

Search Executive Compensation Plan Agreement by:

<PAGE>

EXHIBIT 10.1

STARBUCKS CORPORATION

2005 LONG-TERM EQUITY INCENTIVE PLAN

(EFFECTIVE FEBRUARY 9, 2005)

<PAGE>

STARBUCKS CORPORATION

2005 LONG-TERM EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

<TABLE>

PAGE

----

<S> <C>

PART I PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES

Section 1. PURPOSE OF THE PLAN................................................ 1

Section 2. DEFINITIONS........................................................ 1

(a) Active Status...................................................... 1

(b) Award.............................................................. 2

(d) Beneficial Ownership............................................... 2

(e) Board.............................................................. 2

(f) Change of Control.................................................. 2

(g) Code............................................................... 3

(h) Committee.......................................................... 3

(i) Common Stock....................................................... 3

(j) Company............................................................ 3

(k) Consultant......................................................... 3

(l) Director........................................................... 3

(m) Disability......................................................... 3

(n) Effective Date..................................................... 3

(o) Exchange Act....................................................... 3

(p) Executive Officers................................................. 3

(q) Fair Market Value.................................................. 3

(r) FAS 123............................................................ 4

(s) FLSA............................................................... 4

(t) Former Plans....................................................... 4

(u) Incentive Stock Option............................................. 4

(v) Independent Director............................................... 4

(w) Maximum Annual Participant Award................................... 4

(x) Misconduct......................................................... 4

(y) Nasdaq............................................................. 5

(aa) Nominating and Corporate Governance Committee...................... 5

(bb) Non-Employee Director.............................................. 5

(cc) Nonqualified Stock Option.......................................... 5

(dd) Option............................................................. 5

(ee) Optionee........................................................... 5

(ff) Parent............................................................. 5

(gg) Participant........................................................ 5

(hh) Partner............................................................ 5

(ii) Performance Criteria............................................... 6

(jj) Plan............................................................... 6

</TABLE>

-i-

<PAGE>

<TABLE>

<S> <C>

(kk) Reprice............................................................ 6

(ll) Resignation (or Resign) for Good Reason............................ 6

(mm) Restricted Stock................................................... 6

(nn) Restricted Stock Units............................................. 6

(oo) Retirement......................................................... 6

(pp) SAR................................................................ 7

(pp) SEC................................................................ 7

(qq) Share.............................................................. 7

(ss) Stand-Alone SARS................................................... 7

(rr) Subcommittee....................................................... 7

(ss) Subsidiary......................................................... 7

(vv) Tandem SARS........................................................ 7

Section 3. ADMINISTRATION OF THE PLAN......................................... 7

(a) Authority.......................................................... 7

(b) Powers of the Committee............................................ 7

(d) Delegation......................................................... 9

(e) Administration..................................................... 9

Section 4. SHARES SUBJECT TO THE PLAN......................................... 9

(a) Reservation of Shares.............................................. 9

(b) Time of Granting Awards............................................ 10

(d) Substitutions and Assumptions...................................... 10

Section 5. ADJUSTMENTS TO SHARES SUBJECT TO THE PLAN.......................... 10

PART II TERMS APPLICABLE TO ALL AWARDS

Section 6. GENERAL ELIGIBILITY................................................ 11

(a) Awards............................................................. 11

(b) Maximum Annual Participant Award................................... 11

Section 7. PROCEDURE FOR EXERCISE OF AWARDS; RIGHTS AS A SHAREHOLDER.......... 11

(a) Procedure.......................................................... 11

(b) Method of Payment.................................................. 12

(d) Shareholder Rights................................................. 12

(e) Non-Transferability of Awards...................................... 12

Section 8. EXPIRATION OF AWARDS............................................... 13

(a) Expiration, Termination or Forfeiture of Awards.................... 13

(b) Extension of Term.................................................. 13

Section 9. EFFECT OF CHANGE OF CONTROL........................................ 13

(a) Acceleration....................................................... 13

(b) Definition......................................................... 14

PART III SPECIFIC TERMS APPLICABLE TO OPTIONS AND STOCK AWARDS

Section 10. GRANT, TERMS AND CONDITIONS OF OPTIONS............................. 14

</TABLE>

-ii-

<PAGE>

<TABLE>

<S> <C>

(a) Designation........................................................ 14

(b) Term of Options.................................................... 15

(d) Vesting............................................................ 15

(e) Substitution of Stock SARS for Options............................. 15

(e) Exercise........................................................... 16

Section 11. GRANT, TERMS AND CONDITIONS OF STOCK AWARDS........................ 16

(a) Designation........................................................ 16

(b) Performance Critiera............................................... 16

(d) Vesting............................................................ 16

Section 12. GRANT, TERMS AND CONDITIONS OF SARS................................ 17

(a) Grants............................................................. 17

(b) Tandem SARs........................................................ 17

(d) Exercised SARs..................................................... 18

PART IV TERM OF PLAN AND SHAREHOLDER APPROVAL

Section 12. TERM OF PLAN....................................................... 18

Section 13. AMENDMENT AND TERMINATION OF THE PLAN.............................. 18

(a) Amendment and Termination.......................................... 18

(b) Participants in Foreign Countries.................................. 18

Section 14. SHAREHOLDER APPROVAL............................................... 19

</TABLE>

-iii-

<PAGE>

STARBUCKS CORPORATION

2005 LONG-TERM EQUITY INCENTIVE PLAN

PART I

PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES

SECTION 1. PURPOSE OF THE PLAN. The purposes of this Plan are (a) to

attract and retain the most talented Partners, officers and Directors available,

and (b) to promote the growth and success of the Company's business, (i) by

aligning the long-term interests of Partners, officers and Directors with those

of the shareholders by providing an opportunity to acquire an interest in the

Company and (ii) by providing both rewards for exceptional performance and long

term incentives for future contributions to the success of the Company and its

Subsidiaries.

The Plan permits the grant of Incentive Stock Options, Nonqualified

Stock Options, Restricted Stock, Restricted Stock Units, or SARs, at the

discretion of the Committee and as reflected in the terms of the Award

Agreement. Each Award will be subject to conditions specified in the Plan, such

as continued employment or satisfaction of performance criteria.

This Plan will serve as a framework for the Committee to establish

sub-plans or procedures governing the grants to Partners, Directors and

Consultants and Partners working outside of the United States. The awards

granted under the Former Plans shall continue to be administered under the

Former Plans until such time as those options are exercised, expire or become

unexercisable for any reason.

SECTION 2. DEFINITIONS. As used herein, the following definitions shall

apply:

(a) "ACTIVE STATUS" shall mean (i) for Partners, the absence of

any interruption or termination of service as a Partner, (ii) for Directors,

that the Director has not been removed from the Board for cause (as determined

by the Company's shareholders), and (iii) for Consultants, the absence of any

interruption, expiration, or termination of such person's consulting or advisory

relationship with the Company or any Subsidiary or the occurrence of any

termination event as set forth in such person's Award Agreement. Active Status

shall not be considered interrupted (A) for a Partner in the case of sick leave,

maternity leave, infant care leave, medical emergency leave, military leave, or

any other leave of absence properly taken in accordance with the policies of the

Company or any applicable Subsidiary as may be in effect from time to time, and

(B) for a Consultant, in the case of any temporary interruption in such person's

availability to provide services to the Company or any Subsidiary which has been

granted in writing by an authorized officer of the Company. Whenever a mandatory

severance period applies under applicable law with respect to a termination of

service as a Partner, Active Status shall be considered terminated upon such

Partner's receipt of notice of termination in whatever form prescribed by

applicable law.

<PAGE>

(b) "AWARD" shall mean any award or benefits granted under the

Plan, including Options, Restricted Stock, Restricted Stock Units, and SARs.

between the Company and the Participant setting forth the terms of the Award.

(d) "BENEFICIAL OWNERSHIP" shall have the meaning set forth in

Rule 13d-3 promulgated under the Exchange Act.

(e) "BOARD" shall mean the Board of Directors of the Company.

(f) "CHANGE OF CONTROL" shall mean the first day that any one or

more of the following conditions shall have been satisfied:

(i) the sale, liquidation or other disposition of all or

substantially all of the Company's assets in one or a series of related

transactions;

(ii) an acquisition (other than directly from the Company) of

any outstanding voting securities by any person, after which such person (as the

term is used for purposes of Section 13(d) or 14(d) of the Exchange Act) has

Beneficial Ownership of twenty-five percent (25%) or more of the then

outstanding voting securities of the Company, other than a Board approved

transaction;

(iii) during any 36-consecutive month period, the individuals

who, at the beginning of such period, constitute the Board ("Incumbent

Directors") cease for any reason other than death to constitute at least a

majority of the members of the Board; provided however that except as set forth

in this Section 2(f)(iii), an individual who becomes a member of the Board

subsequent to the beginning of the 36-month period, shall be deemed to have

satisfied such 36-month requirement and shall be deemed an Incumbent Director if

such Director was elected by or on the recommendation of or with the approval of

at least two-thirds of the Directors who then qualified as Incumbent Directors

either actually (because they were Directors at the beginning of such period) or

by operation of the provisions of this section; if any such individual initially

assumes office as a result of or in connection with either an actual or

threatened solicitation with respect to the election of Directors (as such terms

are used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act)

or other actual or threatened solicitations of proxies or consents by or on

behalf of a person other than the Board, then such individual shall not be

considered an Incumbent Director; or

(iv) a merger, consolidation or reorganization of the

Company, as a result of which the shareholders of the Company immediately prior

to such merger, consolidation or reorganization own directly or indirectly

immediately following such merger, consolidation or reorganization less than

fifty percent (50%) of the combined voting power of the outstanding voting

securities of the entity resulting from such merger, consolidation or

reorganization.

-2-

<PAGE>

(g) "CODE" shall mean the Internal Revenue Code of 1986, as

amended.

(h) "COMMITTEE" shall mean the Compensation and Management

Development Committee appointed by the Board.

(i) "COMMON STOCK" shall mean the common stock of the Company, par

value $0.001 per share.

(j) "COMPANY" shall mean Starbucks Corporation, a Washington

corporation, and any successor thereto.

(k) "CONSULTANT" shall mean any person, except a Partner, engaged

by the Company or any Subsidiary of the Company, to render personal services to

such entity, including as an advisor, pursuant to the terms of a written

agreement.

(l) "DIRECTOR" shall mean a member of the Board.

(m) "DISABILITY" shall mean (i) in the case of a Participant whose

employment with the Company or a Subsidiary is subject to the terms of an

employment or consulting agreement that includes a definition of "Disability" as

used in this Plan shall have the meaning set forth in such employment or

consulting agreement during the period that such employment or consulting

agreement remains in effect; and (ii) in all other cases, the term "Disability"

as used in this Plan shall have the same meaning as set forth under the

Company's long-term disability plan applicable to the Participant as may be

amended from time to time, and in the event the Company does not maintain any

such plan with respect to a Participant, a physical or mental condition

resulting from bodily injury, disease or mental disorder which renders the

Participant incapable of continuing his or her usual and customary employment

with the Company or a Subsidiary, as the case may be, for a period of not less

than 120 days or such other period as may be required by applicable law.

(n) "EFFECTIVE DATE" shall mean the date on which the Company's

shareholders have approved this Plan in accordance with applicable Nasdaq rules.

(o) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,

as amended.

(p) "EXECUTIVE OFFICERS" shall mean the officers of the Company as

such term is defined in Rule 16a-1 under the Exchange Act.

(q) "FAIR MARKET VALUE" shall mean the closing price per share of

the Common Stock on Nasdaq as to the date specified (or the previous trading day

if the date specified is a day on which no trading occurred), or if Nasdaq shall

cease to be the principal exchange or quotation system upon which the shares of

Common Stock are listed or quoted, then

-3-

<PAGE>

such exchange or quotation system as the Company elects to list or quote its

shares of Common Stock and that the Committee designates as the Company's

principal exchange or quotation system.

(r) "FAS 123" shall mean Statements of Financial Accounting

Standards No. 123, "Accounting for Stock-Based Compensation", as promulgated by

the Financial Accounting Standards Board.

(s) "FLSA" shall mean the Fair Labor Standards Act of 1938, as

amended.

(t) "FORMER PLANS" shall mean the Starbucks Corporation

Company-Wide 1991 Stock Option Plan, as amended, the Starbucks Corporation

Amended and Restated Key Employee Stock Option Plan-1994, as amended, and the

Starbucks Corporation Amended and Restated 1989 Stock Option Plan for

Non-Employee Directors.

(u) "INCENTIVE STOCK OPTION" shall mean any Option intended to

qualify as an incentive stock option within the meaning of Section 422 of the

Code.

(v) "INDEPENDENT DIRECTOR" shall mean a Director who: (1) meets

the independence requirements of Nasdaq, or if Nasdaq shall cease to be the

principal exchange or quotation system upon which the shares of Common Stock are

listed or quoted, then such exchange or quotation system as the Company elects

to list or quote its shares of Common Stock and that the Committee designates as

the Company's principal exchange or quotation system; (2) qualifies as an

"outside director" under Section 162(m) of the Code; (3) qualifies as a

"non-employee director" under Rule 16b-3 promulgated under the Exchange Act; and

(4) satisfies independence criteria under any other applicable laws or

regulations relating to the issuance of Shares to Partners.

(w) "MAXIMUM ANNUAL PARTICIPANT AWARD" shall have the meaning set

forth in Section 6(b).

(x) "MISCONDUCT" shall mean any of the following; provided,

however, that with respect to Non-Employee Directors "Misconduct" shall mean

subsection (viii) only:

(i) any material breach of an agreement between the

Participant and the Company or any Subsidiary which, if curable, has not been

cured within twenty (20) days after the Participant has been given written

notice of the need to cure such breach, or which breach, if previously cured,

recurs;

(ii) willful unauthorized use or disclosure of confidential

information or trade secrets of the Company or any Subsidiary by the

Participant;

(iii) the Participant's continued willful and intentional

failure to satisfactorily perform Participant's essential responsibilities,

provided that the Participant has

-4-

<PAGE>

This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms.