EXHIBIT 10.1
STARBUCKS CORPORATION
AMENDED AND RESTATED
KEY EMPLOYEE STOCK OPTION PLAN - 1994
AS AMENDED AND RESTATED THROUGH NOVEMBER 20, 2003
1. PURPOSES OF THE PLAN
The purposes of the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994
(the "Plan") are (i) to attract and retain the most talented personnel available for positions of substantial
responsibility,
(ii) to encourage ownership of the Company's Common Stock by key Employees of and Consultants to the
Company and its Subsidiaries, and (iii) to promote the Company's business success by providing both rewards
for exceptional performance and long-term incentives for future contributions.
2. DEFINITIONS
Capitalized terms used in this Plan shall have the following meanings:
"ACT" shall mean the Securities Act of 1933, as amended from time to time, or any replacement act or
legislation.
"BENEFICIAL OWNERSHIP" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange
Act.
"BOARD" shall mean the Board of Directors of the Company.
"CHANGE IN CONTROL" shall mean the occurrence during the term of the Plan of:
(a) an acquisition (other than directly from the Company) of any voting securities of the Company by any Person,
after which such Person has Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding
Shares or the combined voting power of the Company's then outstanding voting securities; provided, however,
that in determining whether a Change in Control has occurred, Shares or voting securities that are acquired in a
Non-Control Acquisition shall not constitute an acquisition that would cause a Change in Control;
(b) a change in the membership of the Board so that the members of the Incumbent Board cease to constitute at
least two-thirds of the members of the Board;
(c) the execution of a definitive agreement providing for a merger, consolidation or reorganization with or into the
Company or in which securities of the Company are issued, unless