Sample Business Contracts

Employee Stock Ownership Trust - Green Mountain Coffee Inc.

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                           Green Mountain Coffee, Inc.
                         EMPLOYEE STOCK OWNERSHIP TRUST

                                TABLE OF CONTENTS


ARTICLE 1..................................................................   2
         Name..............................................................   2

ARTICLE 2..................................................................   2
         Management and Control of Trust Fund Assets.......................   2
                  2.1      The Trust Fund..................................   2
                  2.2      Collective Investment...........................   2
                  2.3      Allocation and Segregation of Funds Among
                           Employers.......................................   2
                  2.4      Withdrawals.....................................   3
                  2.5      Responsibility of Trustee.......................   3
                  2.6      General Powers..................................   4
                  2.7      Compensation and Expenses.......................   9
                  2.8      Exercise of Trustee's Duties....................   9
                  2.9      Plan Administration.............................  10
                  2.10     Continuation of Powers Upon Trust Termination...  10

ARTICLE 3..................................................................  10
         Provisions Related to Investment in Company Stock.................  10
                  3.1      Investment of Cash..............................  10
                  3.2      Stock Dividends, Splits and Other Capital
                           Reorganizations.................................  11
                  3.3      Voting of Shares and Tender or Exchange Offers..  11
                  3.4      Put Option......................................  11

ARTICLE 4..................................................................  12
         Miscellaneous.....................................................  12
                  4.1      Disagreement as to Acts.........................  12
                  4.2      Persons Dealing with Trustee....................  12
                  4.3      Benefits May Not Be Assigned or Alienated.......  12
                  4.4      Evidence........................................  12
                  4.5      Waiver of Notice................................  12
                  4.6      Counterparts....................................  13
                  4.7      Governing Laws and Severability.................  13
                  4.8      Successors......................................  13
                  4.9      Action..........................................  13
                  4.10     Conformance with Plan...........................  13
                  4.11     Indemnification.................................  14
                  4.12     Gender and Number...............................  14
                  4.13     Headings........................................  14

ARTICLE 5..................................................................  14
         No Reversion to Company...........................................  14

ARTICLE 6..................................................................  15
         Change of Trustee.................................................  15
                  6.1      Resignation.....................................  15
                  6.2      Removal of the Trustee..........................  16
                  6.3      Duties of Resigning or Removed Trustee and
                           of Successor Trustee...........................   16
                  6.4      Filling Trustee Vacancy.........................  16
                  6.5      Successor Trustee...............................  16

ARTICLE 7..................................................................  17
         Additional Employers..............................................  17

ARTICLE 8..................................................................  17
         Amendment and Termination.........................................  17
                  8.1      Amendment.......................................  17
                  8.2      Termination.....................................  18


                           GREEN MOUNTAIN COFFEE, Inc.
                         EMPLOYEE STOCK OWNERSHIP TRUST

                  THIS  AGREEMENT,  made effective as of the 1st day of January,
2000, by and between Green Mountain  Coffee,  Inc., a Delaware  corporation (the
"Company"),  and Robert D. Britt, and his successor or successors and assigns in
the trust hereby evidenced, as Trustee (the "Trustee").

                                           WITNESSETH THAT:

                  WHEREAS,  the Company  desires to establish the Green Mountain
Coffee,  Inc.  Employee  Stock  Ownership  Plan (the "Plan") as a  tax-qualified
employee stock  ownership plan that is intended to satisfy the  requirements  of
Sections 401(a) and 4975(e)(7) of the Internal  Revenue Code of 1986, as amended
(the "Code"); and

                  WHEREAS,  the Company  intends to  establish  the Plan for the
exclusive  benefit  of  eligible  employees  of the  Company  and  those  of any
Controlled  Group  Member (as  defined  in  Article 7) which  adopt the Plan and
become a party to this Trust Agreement as provided in Article 7 (the Company and
the Controlled  Group Members that are parties hereto are sometimes  referred to
below collectively as the "Employers" and individually as an "Employer"); and

                  WHEREAS,  the Company intends to fund the Plan through a trust
arrangement the provisions of which are contained in this document;

                  WHEREAS, Robert D. Britt was appointed the sole trustee of the
                  trust arrangement of the Plan as of January 1, 2000.

                  NOW  THEREFORE,  pursuant to the  authority  delegated  to the
undersigned  officers of the  Company by  resolution  of its Board of  Directors
adopted on September 14, 2000, IT IS AGREED,  by and between the parties hereto,
that the trust provisions contained herein shall constitute the Trust, effective
as of  January 1, 2000,  and the sole  agreement  between  the  Company  and the
Trustee in connection with the Plan; and

                  IT IS FURTHER  AGREED,  that the  Trustee  hereby  accepts his
appointment as such under this Trust Agreement, effective as of January 1, 2000.

                  IT IS FURTHER  AGREED,  by and between  the parties  hereto as

         ARTICLE 1     Name

                  This Trust Agreement and Trust hereby evidenced shall be known

         ARTICLE 2     Management and Control of Trust Fund Assets

2.1      The Trust Fund

                  The "Trust  Fund" as at any date means all  property  of every
kind then held by the Trustee pursuant to this Agreement.

2.2      Collective Investment

                  Except as is  necessary  to comply  with the  requirements  of
subsection 2.6, the Trustee may manage, invest and account for all contributions
made by the several Employers under the Plan as one Trust Fund.

2.3      Allocation and Segregation of Funds Among Employers

                  The Trustee is directed to maintain at all times such  records
as will  enable  it to  effect,  as of any time,  an  equitable  allocation  and
segregation of the assets of the Trust Fund into one or more separate funds held
for the exclusive benefit of each Employer.  If the  Administrator  notifies the
Trustee (in  writing) to effect such  allocation  and  segregation,  the Trustee
shall do so as soon  thereafter as  practicable.  Thereafter,  the Trustee shall
administer  such  separate  fund in  accordance  with  the  otherwise-applicable
provisions of this Trust, or, if so directed by the Administrator, shall deliver
the  assets  of such  separate  fund to  such  successor  trustee  as  shall  be
designated by the Administrator.

                  If, for any reason,  it becomes  necessary  to  determine  the
portion  of the  Trust  Fund  allocable  to each  of the  employees  and  former
employees of any Employer as of any date, the  Administrator  shall specify such
date as an Accounting Date, and after all adjustments required under the Plan as
of  that  Accounting  Date  have  been  made,  the  portion  of the  Trust  Fund
attributable  to each of the employees and former  employees shall be determined
by the Trustee with the assistance  and  cooperation  of the  Administrator  and
shall  consist of an amount equal to the  aggregate  of the account  balances of
each  employee and former  employee of that Employer plus an amount equal to any
allocable contributions made by that Employer since the close of the immediately
preceding Plan Year.

2.4      Withdrawals

                  For the purpose of making payment or  distribution of benefits
or expenses  that become  payable or  distributable  in the  ordinary  course of
administering  the Plan,  the Plan may  withdraw  any part or all of the account
balance in any Fund at any time.  Such a withdrawal  will be deemed to have been
made  whenever  the  Trustee  makes  a  distribution  at  the  direction  of the
Administrator to a person or persons  designated to receive such distribution by
the Administrator. The Trustee may distribute the Plan's entire account balances
in the  Trust  Fund  as of  any  Accounting  Date  if  directed  to do so by the
Administrator and shall do so if it is notified that:

                  (a)      The Plan is no longer a qualified plan; or

                  (b)      The  Plan  either  no  longer   contains   provisions
                           permitting  deposits  to be made to this  Trust or no
                           longer  incorporates the provisions of this agreement
                           by reference.

Any  distribution  may be made in cash or in  property,  or partly  in each,  as
determined  by the  Administrator,  except  that any  property  included  in any
distribution  shall  be  valued  at its  fair  market  value  as of the  date of
distribution,  as determined by the Trustee.  Whenever a distribution is made as
of a date other than the Accounting  Date,  the Plan's  account  balance will be
charged no later than the Accounting Date next following the date the withdrawal
is made by the dollar amount of the withdrawal.

2.5      Responsibility of Trustee

                  The  Trustee  shall  not be  responsible  in any  way  for the
adequacy of the Trust Fund to meet and  discharge any or all  liabilities  under
the Plan or for the proper  application  of  distributions  made or other action
taken upon the written direction of the  Administrator.  The powers,  duties and
responsibilities  of the  Trustee  shall be  limited  to those set forth in this
Trust  Agreement,  and nothing  contained  in the Plan,  either  expressly or by
implication,  shall be  deemed  to  impose  any  additional  powers,  duties  or
responsibilities on the Trustee.

2.6      General Powers

                  Subject  to the  provisions  of  paragraphs  2.8  and  2.9 and
Article 3, with respect to the Trust Fund,  the Trustee shall have the following
powers,  rights and duties in addition to those provided elsewhere in this Trust
Agreement or by law:

                  (a)      to receive and to hold all  contributions  paid to it
                           under the Plan; provided,  however,  that the Trustee
                           shall have no duty to require any contributions to be
                           made  to it,  to  determine  that  the  contributions
                           received by it comply with the provisions of the Plan
                           or  with  any  resolution  of  the  Board   providing

                  (b)      as directed by the  Administrator,  to retain in cash
                           (pending investment, reinvestment or the distribution
                           of  dividends)  such  reasonable  amount  as  may  be
                           required for the proper  administration  of the Trust
                           and to invest such cash as provided in paragraph 3.1;

                  (c)      as   directed   by    the   Administrator,  to   make
                           distributions from the Trust Fund to such persons, in
                           such manner,  at such times and in  such forms (stock
                           of   the   Company  ("Company  Stock"),  cash   or  a
                           combination of both) as directed without inquiring as
                           to whether a payee is entitled to the  payment, or as
                           to whether a payment is proper, and without liability
                           for  a  payment  made  in  good faith  without actual
                           notice  or knowledge  of  the  changed  condition  or
                           status  of the  payee. If  any  payment  of  benefits
                           directed  to be made  from  the  Trust  Fund  by  the
                           Trustee is not claimed, the  Trustee shall notify the
                           Administrator    of   that    fact   promptly.    The
                           Administrator  shall  make  a   diligent  effort   to
                           ascertain the whereabouts of the payee or distributee
                           of  benefits  returned unclaimed.   The Trustee shall
                           dispose of such  payments as the Administrator  shall
                           direct.   The Trustee shall  have  no  obligation  to
                           search for or ascertain the whereabouts  of any payee
                           or distributee of benefits from the Trust Fund;

                  (d)      to vote any stocks  (including  Company Stock,  which
                           shall be voted as  provided  in Section  13(b) of the
                           Plan,  as that  Section  may be amended  from time to
                           time),  bonds or other  securities held in the Trust,
                           or otherwise  consent to or request any action on the
                           part of the  issuer in  person,  by proxy or power of

                  (e)      to  contract  or  otherwise  enter into  transactions
                           between  itself,  as Trustee,  and the Company or any
                           Company shareholder,  for the purpose of acquiring or
                           selling Company Stock and,  subject to the provisions
                           of paragraph 2.8, to retain such Company Stock;

                  (f)      to compromise, contest, arbitrate,  settle or abandon
                           claims and demands by or against the Trust Fund;

                  (g)      to begin, maintain or defend any litigation necessary
                           in connection with the investment,  reinvestment  and
                           administration  of the Trust,  and, to the extent not
                           paid from the Trust Fund, the Company shall indemnify
                           the Trustee  against  all  expenses  and  liabilities
                           reasonably  sustained or  anticipated by it by reason
                           thereof (including reasonable attorneys' fees);

                  (h)      to  retain  any  funds  or  property  subject  to any
                           dispute   without   liability   for  the  payment  of
                           interest,  or to decline to make  payment or delivery
                           thereof until final  adjudication  is made by a court
                           of competent jurisdiction;

                  (i)      to report to the  Company  as of the last day of each
                           Plan Year of the Plan (which shall be the same as the
                           Trust's fiscal year),  as of any Accounting  Date (or
                           as soon thereafter as practicable),  or at such other
                           times as may be  required  under the  Plan,  the then
                           "Net  Worth" of the  Trust  Fund,  that is,  the fair
                           market value of all property  held in the Trust Fund,
                           reduced by any liabilities  other than liabilities to
                           Participants in the Plan and their Beneficiaries,  as
                           determined by the Trustee;

                  (j)      to furnish to the  Company an annual  written account
                           and  accounts  for  such  other  periods  as  may  be
                           required under the Plan, showing the Net Worth of the
                           Trust Fund at the end of the period, all investments,
                           receipts,  disbursements and other  transactions made
                           by the Trustee during the accounting period, and such
                           other information  as the  Trustee may  possess which
                           the Company requires in order  to comply with Section
                           103  of  ERISA.   The  Trustee  shall  keep  accurate
                           accounts  of all investments,  earnings  thereon, and
                           all accounts,  books  and  records  related  to  such
                           investments shall be open to inspection by any person
                           designated by the Company or the  Administrator.  All
                           accounts of the  Trustee shall be kept  on an accrual
                           basis.  If, during the term of this  Trust Agreement,
                           the  Department  of  Labor issues  regulations  under
                           ERISA regarding the  valuation of securities or other
                           assets for purposes of the reports required by ERISA,
                           the Trustee  shall use  such  valuation  methods  for
                           purposes   of   the   accounts   described  by   this
                           subparagraph.  If  shares of  Company  Stock are  not
                           traded  with  sufficient  volume   or  frequency,  as
                           determined by the Administrator,  to be considered as
                           being  readily  tradable  on  a  national  securities
                           market or  exchange,  all  valuations  of  shares  of
                           Company  Stock   shall  originally   be  made  by  an
                           independent appraiser (as described in Section 401(a)
                           (28)(C)  of the  Code)  retained by the  Trustee, and
                           reviewed and  finalized by the  Trustee in accordance
                           with  Section  3(18)(B) of  ERISA.  The  Company  may
                           may approve  such accounting  by  written  notice  of
                           approval  delivered to the  Trustee  or by failure to
                           express  objection  to  such  accounting  in  writing
                           delivered to the Trustee within thirty (30) days from
                           the date upon  which the accounting was  delivered to
                           the Company.  Upon  the receipt of a written approval
                           of the accounting, or upon the  passage of the period
                           of time  within which objection  may be filed without
                           written  objections  having  been  delivered  to  the
                           Trustee,  such  accounting  shall  be  deemed  to  be
                           approved,  and the  Trustee  shall  be  released  and
                           discharged as to  all items, matters   and things set
                           forth in such account, as fully as if such accounting
                           had been settled and allowed by decree  of a court of
                           competent  jurisdiction in an action or proceeding in
                           which the Trustee, the Company and all persons having
                           or claiming to have any interest in the Trust Fund or
                           under the Plan were parties.

                  (k)      to pay any estate, inheritance,  income or other tax,
                           charge  or  assessment  attributable  to any  benefit
                           which, it shall or may be required to pay out of such
                           benefit;  and to require  before  making any  payment
                           such  release  or  other  document  from  any  taxing
                           authority and such  indemnity from the intended payee
                           as  the  Trustee   shall  deem   necessary   for  its

                  (l)      to employ and to reasonably rely upon information and
                           advice  furnished by agents,  attorneys,  Independent
                           Appraisers,  accountants  or  other  persons  of  its
                           choice for such  purposes  as the  Trustee  considers

                  (m)      to assume,  until advised to the  contrary,  that the
                           Trust  evidenced by this Agreement is qualified under
                           Section  401(a)  of the Code and is  entitled  to tax
                           exemption under Section 501(a) thereof;

                  (n)      as  directed  by  the  Administrator,  to  invest and
                           reinvest  the assets of the  Trust  Fund  in personal
                           property of any kind,  including,  but not limited to
                           bonds, notes, debentures,  mortgages, equipment trust
                           certificates,    investment    trust    certificates,
                           guaranteed investment contracts,  preferred or common
                           stock   (including  stock  of  the   Company  or   an
                           affiliate),    registered    investment    companies;
                           provided,  however, that  all investments in  Company
                           Stock  or stock  of an affiliate shall be  undertaken
                           pursuant  to the  provisions  of paragraph 3.1.   The
                           Trustee   shall  follow   the   directions   of   the
                           Administrator and shall have no duty or obligation to
                           review the assets from time to time  so acquired, nor
                           to make  any  recommendations  with  respect  to  the
                           investment, reinvestment or retention thereof;

                  (o)      to  exercise any  options,  subscription  rights  and
                           other   privileges  with  respect  to  Trust  assets,
                           subject to the provisions of Article 3;

                  (p)      to  register  ownership  of any  securities  or other
                           property held by it in its own name or in the name of
                           a nominee,  with or  without  the  addition  of words
                           indicating   that  such  securities  are  held  in  a
                           fiduciary  capacity,  and may hold any  securities in
                           bearer form, but the books and records of the Trustee
                           shall at all times reflect that all such  investments
                           are part of the Trust;

                  (q)      to  borrow  such sum or sums from time to time as the
                           Trustee  considers  necessary or desirable and in the
                           best  interest  of  the  Trust  Fund,   including  to
                           purchase  Company  Stock,  and  to  enter  into  such
                           agreements  as the Trustee  determines  necessary  or
                           appropriate to accomplish such actions,  and for that
                           purpose to  mortgage  or pledge any part of the Trust
                           Fund  (subject  to the  provisions  of  Code  Section
                           4795(c) and the regulations issued thereunder);

                  (r)      to deposit securities with a clearing  corporation as
                           defined  in  Article  8  of  the   Delaware   Uniform
                           Commercial   Code.  The   certificates   representing
                           securities,  including  those in bearer form,  may be
                           held in bulk  form  with,  and  may be  merged  into,
                           certificates  of the same  class  of the same  issuer
                           which constitute  assets of other accounts or owners,
                           without  certification as to the ownership  attached.
                           Utilization  of a  book-entry  system may be made for
                           the  transfer  or  pledge of  securities  held by the
                           Trustee or by a  clearing  corporation.  The  Trustee
                           shall at all times, however,  maintain a separate and
                           distinct record of the securities owned by the Trust;

                  (s)      to  participate in  and  use the  Federal  Book-Entry
                           Account  System, a  service  provided by the  Federal
                           Reserve  Bank for  its member banks  for  deposit  of
                           Treasury securities;

                  (t)      as directed by the Administrator, to invest a portion
                           of  the  assets of the  Trust  Fund in any collective
                           trust fund, including a  collective trust fund of the
                           Trustee or  its affiliate, which  is  maintained as a
                           medium for  the collective  investment  of  funds  of
                           pension,  profit sharing  or other  employee  benefit
                           plans, and which is qualified under Section 401(a) of
                           the Code  and is exempt from  taxation under  Section
                           501(a) of the Code,  and any assets  invested in such
                           collective  trust  fund  shall  be held and  invested
                           pursuant to  the terms  and  conditions  of the trust
                           agreement  or declaration  establishing  such  trust,
                           which are hereby incorporated by  reference and shall
                           prevail over  any contrary  provisions  of this Trust

                  (u)      to appoint a bank, trust company, or broker or dealer
                           registered under the Securities  Exchange Act of 1934
                           to act as  custodian  with  respect to any portion of
                           the trust fund;  and a custodian so  appointed  shall
                           have custody of such assets as are deposited  with it
                           and, as custodian, such rights, power and duties with
                           respect  thereto as shall be agreed upon from time to
                           time by the Trustee and such custodian; and

                  (v)      to perform any and all other acts which are necessary
                           or appropriate for the proper management,  investment
                           and distribution of the Trust Fund.

2.7      Compensation and Expenses

                  The Trustee shall be entitled to reasonable  compensation  for
its services, as agreed to between the Company and the Trustee from time to time
in writing  and to  reimbursement  of all  reasonable  expenses  incurred by the
Trustee in the administration of the Trust, provided, however, if the Trustee is
an employee at the Company,  the Trustee shall not receive  compensation for its
services  as  trustee  but may have his  expenses  reimbursed.  The  Trustee  is
authorized  to pay from the Trust Fund all expenses of  administering  the Plans
and Trust,  including its compensation and any accounting and legal expenses, to
the extent they are not paid  directly by the  Employers.  The Trustee  shall be
fully protected in making payments of  administrative  expenses  pursuant to the
written directions of the Administrator.

2.8      Exercise of Trustee's Duties

                  The Trustee shall discharge its duties hereunder solely in the
interest of the Plan's Participants and other persons entitled to benefits under
the Plan, and:

                  (a)      for the exclusive purpose of:

                           (i)      providing benefits to Participants and other
                                    persons entitled to benefits under the Plan;

                           (ii)     defraying     reasonable    expenses      of
                                    administering the Plan;

                  (b)      with the care, skill,  prudence,  and diligence under
                           the  circumstances  then  prevailing  that a  prudent
                           person  acting in a like  capacity and familiar  with
                           such   matters   would  use  in  the  conduct  of  an
                           enterprise  of a like  character  and with like aims;

                  (c)      in  accordance  with the  documents  and  instruments
                           governing the Plan unless, in the good faith judgment
                           of the Trustee, the documents and instruments are not
                           consistent with the provisions of ERISA or this Trust

2.9      Plan Administration

                  The Plan shall be administered by the Administrator. Except as
provided in paragraph 2.6, the Trustee shall have no authority to administer the
Plan unless directed by the  Administrator.  The Administrator may authorize one
or more individuals to sign all  communications  between the  Administrator  and
Trustee  and shall at all times  keep the  Trustee  advised  of the names of the
members of the Administrator and individuals authorized to sign on behalf of the
Administrator, and provide specimen signatures thereof. With the Trustee's prior
written  consent,  the  Administrator  may  authorize the Trustee to act without
specific  directions or other directions or instructions  from the Administrator
on any  matter  or  class  of  matters  with  respect  to  which  directions  or
instructions from the Administrator are called for hereunder.  The Trustee shall
be fully protected in relying on any communication sent by any authorized person
and shall not be  required to verify the  accuracy or validity of any  signature
unless the  Trustee  has  reasonable  grounds to doubt the  authenticity  of any
signature. If the Trustee requests any directions hereunder and does not receive
them, the Trustee shall act or refrain from acting, as it may determine, with no
liability for such action or inaction.

2.10     Continuation of Powers Upon Trust Termination

                  Notwithstanding  anything to the  contrary in this  Agreement,
upon  termination  of the Trust,  the  powers,  rights and duties of the Trustee
hereunder shall continue until all Trust Fund assets have been liquidated.

         ARTICLE 3     Provisions Related to Investment in Company Stock

3.1      Investment of Cash

                  If an  Employer's  contribution  made pursuant to the terms of
the Plan for any plan year for the purpose of amortizing an acquisition  loan is
in cash,  such cash  shall be used by the  Trustee  first to make any  scheduled
amortization  payment  on  an  acquisition  loan  and,  if  any  amounts  remain
thereafter,  shall be used as the Trustee determines in his discretion.  Subject
to the provisions of paragraph  2.8, any cash dividends  received by the Trustee
on Company  Stock held in the Trust Fund shall be applied,  after the receipt of
such cash dividends,  as provided by the Plan. The Trustee has the discretion to
purchase Company Stock with the assets contained in the Participants'  ESOP Cash
Accounts,  unless  prohibited by ERISA.  The Trustee may purchase  Company Stock
from the  Company or from any  shareholder,  and such stock may be  outstanding,
newly issued or treasury  stock.  All such  purchases  must be at a price not in
excess of fair market value,  as determined by an  Independent  Appraiser  where
such stock is not publicly traded.  Pending investment of cash in Company Stock,
such  cash  may be  invested  in  savings  accounts,  certificates  of  deposit,
high-grade  short-term  securities,  common or preferred stocks, bonds, or other
investments,  or may be held in cash. Such investments may include any common or
collective funds or mutual funds (including a common, collective, or mutual fund
for  which  the  Trustee  or one of the  affiliates  of the  Trustee  serves  as
investment advisor) or other types of short-term investments.

3.2      Stock Dividends, Splits and Other Capital Reorganizations

                  Any Company  Stock  received by the Trustee as a stock  split,
dividend  distributions  with regard to stock or as a result of a reorganization
or  other  recapitalization  of  the  Company  shall  be  allocated  as of  each
Accounting Date under the Plan in proportion to the Company Stock to which it is

3.3      Voting of Shares and Tender or Exchange Offers

                  Company  Stock  held in the Trust  Fund  shall be voted by the
Trustee  in the  manner  set forth in the Plan.  If any  tender or  exchange  or
similar  offer to purchase all or any portion of  outstanding  Company  Stock is
made by any person, the Trustee shall tender the shares as provided in the Plan.

3.4      Put Option

                  If the  distribution of a Participant's  Account is to be made
in cash, if a Participant exercises his put option rights under the Plan, or the
Trustee  expects  to incur  substantial  Trust  expenses  which will not be paid
directly by the Employers,  and the Trustee  determines  that the Trust Fund has
insufficient cash to make anticipated  distributions or pay Trust expenses,  the
Trust shall have a "Put Option" on Company Stock it holds to the Company for the
purpose of making such anticipated  distributions and paying such expenses.  The
purchase  price for the sale of stock by the Trustee to the Company shall be the
fair market value of the stock as of the date of the sale, as  determined  under
the provisions of the Plan.

         ARTICLE 4     Miscellaneous

4.1      Disagreement as to Acts

                  If there is a  disagreement  between the Trustee and anyone as
to any act or transaction reported in any accounting, the Trustee shall have the
right to have its account settled by a court of competent jurisdiction.

4.2      Persons Dealing with Trustee

                  No person dealing with the Trustee shall be required to see to
the  application of any money paid or property  delivered to the Trustee,  or to
determine whether or not the Trustee is acting pursuant to any authority granted
to it under this Agreement or the Plan.

4.3      Benefits May Not Be Assigned or Alienated

                  The   interests   under  the  Plan  and  this   Agreement   of
Participants  and other  persons  entitled  to  benefits  under the Plan are not
subject  to the  claims  of  their  creditors  and  may  not be  voluntarily  or
involuntarily assigned,  alienated or encumbered,  except to the extent that the
Administrator  directs  the  Trustee  that any such  interests  are subject to a
qualified domestic relations order, as defined in Section 414(p) of the Code.

4.4      Evidence

                  Evidence  required of anyone  under this  Agreement  may be by
certificate,  affidavit,  document or other instrument that the person acting in
reliance thereon considers pertinent and reliable, and signed, made or presented
by the proper party.

4.5      Waiver of Notice

                  Any  notice  required  under this  Agreement  may be waived in
writing by the person entitled thereto.

4.6      Counterparts

                  This Agreement may be executed in any number of  counterparts,
each of which  shall be deemed an  original  and no other  counterparts  need be

4.7      Governing Laws and Severability

                  This Agreement shall be construed and  administered  according
to the laws of the  State of  Delaware  to the  extent  that  such  laws are not
preempted by the laws of the United States of America.  If any provision of this
Agreement is held illegal or invalid,  the  illegality or  invalidity  shall not
affect the remaining  provisions of the Agreement,  but shall be severable,  and
the  Agreement  shall be  construed  and  enforced  as if the illegal or invalid
provision had never been inserted herein.

4.8      Successors
                  This  Agreement  shall be  binding on the  Employers,  and any
successor thereto by virtue of any merger, sale,  dissolution,  consolidation or
reorganization, on the Trustee and its successor, and on all persons entitled to
benefits under the Plan and their respective heirs and legal representatives.

4.9      Action

                  Any action  required or  permitted  to be taken by the Company
under this  Agreement  shall be by  resolution of its Board of Directors or by a
person or  persons  authorized  by  resolution  of its Board of  Directors.  The
Trustee  shall  not  recognize  or  take  notice  of  any   appointment  of  any
representative  of the Company or Administrator  unless and until the Company or
the Administrator shall have notified the Trustee in writing of such appointment
and the extent of such representative's  authority.  The Trustee may assume that
such appointment and authority will continue in effect until it receives written
notice to the contrary  from the Company or  Administrator.  Any action taken or
omitted to be taken by the Trustee by  authority  of any  representative  of the
Company or Administrator within the scope of his authority shall be as effective
for all purposes  hereof as if such action or nonaction  had been  authorized by
the Company or Administrator.

4.10     Conformance with Plan

                  Unless  otherwise  indicated  in  this  Trust  Agreement,  all
capitalized  terms shall have the  meaning as stated in the Plan.  To the extent
the  provisions of the Plan and this Agreement  conflict,  the provisions of the
Plan shall govern;  provided however,  that the Trustee's duties and obligations
shall be determined solely under this Trust Agreement.

4.11     Indemnification

                  In  addition  to any  indemnification  provided  in a separate
agreement  between the Company and the Trustee,  the Company shall indemnify and
save harmless the Trustee from and against any and all liability,  including all
expenses  reasonably  incurred in his defense,  for actions taken by the Trustee
taken in good faith under the terms of this Trust Agreement.

4.12     Gender and Number

                  Where  the  context  admits,  words  in the  masculine  gender
include the feminine and neuter genders,  the plural includes the singular,  and
the singular includes the plural.

4.13     Headings

                  The headings of Sections of this Agreement are for convenience
of reference only and shall have no substantive effect on the provisions of this

         ARTICLE 5     No Reversion to Company

                  No part of the corpus or income of the Trust Fund shall revert
to any  Employer  or be used for, or diverted  to,  purposes  other than for the
exclusive  benefit of Participants  and other persons entitled to benefits under
the Plan, provided, however, that:

                  (a)      Each  Employer's   contribution  under  the  Plan  is
                           conditioned on the initial  qualification of the Plan
                           as applied to that Employer  under Section  401(a) of
                           the  Code  and  if the  Plan  does  not so  initially
                           qualify, the Trustee shall, upon written direction of
                           the Administrator, return to that Employer the amount
                           of such contribution and any increment thereon within
                           one calendar  year after the date that  qualification
                           of the Plan, as applied to that Employer,  is denied,
                           but  only if the  application  for  qualification  is
                           submitted within the time prescribed by law.

                  (b)      If, upon  termination of the Plan with respect to any
                           Employer,  any  amounts  are  held in a 415  Suspense
                           Account which are  attributable to the  contributions
                           of such Employer and such amounts may not be credited
                           to the Accounts of Participants,  such amounts,  upon
                           the written direction of the  Administrator,  will be
                           returned  to that  Employer  as  soon as  practicable
                           after the  termination  of the Plan with  respect  to
                           that Employer.

                  (c)      Employer contributions under the Plan are conditioned
                           upon the  deductibility  thereof under Section 404 of
                           the Code, and, to the extent any such deduction of an
                           Employer is disallowed,  the Trustee shall,  upon the
                           written  direction of the  Administrator,  return the
                           amount   of   the   contribution   (to   the   extent
                           disallowed),  reduced  by the  amount  of any  losses
                           thereon,  to the  Employer  within one year after the
                           date the deduction is disallowed.

                  (d)      If a contribution  or any portion  thereof is made by
                           an Employer by a mistake of fact,  the Trustee shall,
                           upon written direction of the  Administrator,  return
                           the  amount  of the  contribution  or  such  portion,
                           reduced by the amount of any losses  thereon,  to the
                           Employer within one year after the date of payment to
                           the Trustee.

Notwithstanding  the  foregoing,  the  Trustee has no  responsibility  as to the
sufficiency of the Trust Fund to provide any  distribution  to an Employer under
this Article V.

         ARTICLE 6     Change of Trustee

6.1      Resignation

                  The Trustee may resign at any time by giving  thirty (30) days
advance written notice to the Board of Directors of the Company.

6.2      Removal of the Trustee

                  The Company,  acting through its Board of Directors may remove
the Trustee by giving  thirty (30) days advance  written  notice to the Trustee,
subject to providing the removed Trustee with  satisfactory  written evidence of
the appointment of a successor Trustee and of the successor Trustee's acceptance
of the trusteeship.

6.3      Duties of Resigning or Removed Trustee and of Successor Trustee

                  If the  Trustee  resigns  or is  removed,  it  shall  promptly
transfer and deliver the assets of the Trust Fund to the successor Trustee,  and
may reserve  such amount to provide  for the payment of all fees,  expenses  and
taxes then or  thereafter  chargeable  against the Trust Fund, to the extent not
previously paid by the Company.  The Company shall be obligated to reimburse the
Trust for any amount  reserved by the Trustee.  Within 120 days, the resigned or
removed  Trustee  shall  furnish to the  Company  and the  successor  Trustee an
account of its  administration  of the Trust from the date of its last  account.
Each  successor  Trustee  shall succeed to the title to the Trust Fund vested in
his predecessor without the signing or filing of any further instrument, but any
resigning  or  removed  Trustee  shall  execute  all  documents  and do all acts
necessary to vest such title or record in any successor Trustee.  Each successor
shall have all the powers,  rights and duties  conferred by this Trust Agreement
as if it were the  originally  named  Trustee.  No  successor  Trustee  shall be
personally liable for any act or failure to act of a predecessor  Trustee and no
predecessor trustee shall be liable for any act of a successor trustee. With the
approval  of the  Administrator,  a  successor  Trustee  may accept the  account
rendered and the property  delivered to it by its predecessor  Trustee as a full
and  complete  discharge  to  the  predecessor  Trustee  without  incurring  any
liability or responsibility for so doing.

6.4      Filling Trustee Vacancy

                  The Board of Directors of the Company  shall fill a vacancy in
the office of Trustee as soon as  practicable by a writing filed with the person
or entity appointed to fill the vacancy.

6.5      Successor Trustee

                  In the event of the  resignation  of the  Trustee  pursuant to
Section  6.1,  or the  removal  of the  Trustee  pursuant  to Section  6.2,  the
successor Trustee appointed by the Administrator with the consent of the Company
pursuant  to Section 6.4 shall be a  corporation  experienced  in the  fiduciary
aspects of  leveraged  employee  stock  ownership  plans and in the  business of
providing trust and fiduciary services to such plans.

         ARTICLE 7     Additional Employers

                  Any  Controlled  Group Member (as defined  below) may become a
party to this Trust Agreement by:

                  (a)      filing with  the Company and the  Trustee a certified
                           copy of a  resolution of its  Board  of  Directors to
                           that effect; and

                  (b)      filing  with  the  Trustee  a  certified  copy  of  a
                           resolution of the  Board of  Directors of the Company
                           consenting to such action.

A "Controlled  Group Member" is any  corporation,  trade or business  during any
period in which it is, along with the Company, a member of a controlled group of
corporations,  a group of  trades  or  businesses  under  common  control  or an
affiliated  service group,  as described in section  414(b),  414(c) and 414(m),
respectively, of the Code or as described in regulations issued by the Secretary
of the Treasury or his delegate pursuant to section 414(o) of the Code.

         ARTICLE 8     Amendment and Termination

8.1      Amendment

                  While the  Employers  expect and intend to continue the Trust,
the  Company  reserves  the right to amend the Trust at any time  pursuant to an
action of the  Company's  Board of  Directors,  except that no  amendment  shall
change  the  rights,  duties and  liabilities  of the  Trustee  under this Trust
Agreement  without  its prior  written  agreement,  nor  reduce a  Participant's
benefits to less than the amount such  Participant  would be entitled to receive
if such Participant had resigned from the employ of the Employers on the date of
the amendment. Amendments to the Trust shall be effective upon execution of such
amendments by the Board of Directors of the Company.

8.2      Termination

                  The Trust may be  terminated  as to all  Employees on any date
specified by the Board of Directors of the Company.  The Trust will terminate as
to any Employer on the first to occur of the following:

                  (a)      the date it is terminated by that Employer;

                  (b)      the date such  Employer's contributions to  the Trust
                           are completely discontinued;

                  (c)      the  date  such  Employer   is  judicially   declared
                           bankrupt under Chapter 7 of the U.S. Bankruptcy Code;

                  (d)      the   dissolution,    merger,    consolidation,    or
                           reorganization of that Employer,  or the sale by that
                           Employer of all or  substantially  all of its assets,
                           except that,  with the consent of the  Company,  such
                           arrangements  may be made  whereby  the Trust will be
                           continued by any  successor  to that  Employer or any
                           purchaser  of  all  or  substantially   all  of  that
                           Employer's  assets,  in which case the  successor  or
                           purchaser will be substituted for that Employer under
                           the Trust.

The Trustee's  powers upon  termination  as described  above will continue until
liquidation  of the  Trust  Fund,  or the  portion  thereof  attributable  to an
Employer,  as the case may be. Upon termination of this Trust, the Trustee shall
first reserve such  reasonable  amounts as it may deem  necessary to provide for
the payment of any expenses,  fees or taxes then or thereafter chargeable to the
Trust  Fund.  Subject to such  reserve,  the  balance of the Trust Fund shall be
liquidated  and  distributed  by  the  Trustee  to or  for  the  benefit  of the
Participants  or their  beneficiaries,  as directed by the  Administrator  after
compliance with applicable  requirements of ERISA, as amended from time to time,
or other applicable law,  accompanied by a certification that the disposition is
in accordance  with the terms of the Plans and the Trustee need not question the
propriety of such  certification.  The Company shall have full responsibility to
see that such distribution is


 proper and within the terms of the Plans and this Trust.

                  IN WITNESS  WHEREOF,  the Company and Trustee have caused this
Trust Agreement to be executed as of the day and year first above written.

                                            GREEN MOUNTAIN COFFEE, INC.

                                            By:  Robert D. Britt

                                            Its: Secretary/Treasurer

                                            /s/ Robert D. Britt
                                            Robert D. Britt