AMENDED AND RESTATED 1989 STOCK OPTION PLAN
As Amended and Restated Effective November 20, 2003
The purpose of the Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee
directors (the "Plan") is to attract and retain the services of experienced and knowledgeable independent
directors of Starbucks Corporation (the "Corporation") for the benefit of the Corporation and its shareholders
and to provide an additional incentive for such directors to work for the best interest of the Corporation and its
shareholders through continuing ownership of its common stock.
2. Shares Subject to the Plan.
The total number of shares of common stock, $0.001 par value per share, of the Corporation (the "Shares"), for
which options may be granted under the Plan shall not exceed 5,700,000 in the aggregate, subject to adjustment
hereafter in accordance with Section 13 hereof. Within the foregoing limitations, Shares subject to options
granted pursuant to the Plan shall become available for the grant of additional options if the options originally
granted lapse or otherwise terminate. Five million seven hundred thousand (5,700,000) of the Corporation's
authorized but unissued shares are reserved for issuance pursuant to options granted under the Plan, subject to
adjustment hereafter in accordance with
Section 13 hereof.
3. Administration of Plan.
The Plan shall be administered by the Board of Directors of the Corporation (the "Board"). The Board shall have
the power to interpret and construe the Plan, to determine all questions arising hereunder, and to adopt and
amend such rules and regulations for the administration of the Plan as it may deem desirable.
Each director of the Corporation who is not, and has not during the immediately preceding 12-month period
been, an employee of the Corporation or any parent or subsidiary of the Corporation (a "Participant") shall