Sample Business Contracts

Stock Option Agreement [Non-Qualified Stock Option] - Green Mountain Coffee Inc. and David E. Moran

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                           GREEN MOUNTAIN COFFEE, INC.
                             STOCK OPTION AGREEMENT
                          UNDER 1999 STOCK OPTION PLAN
                           NON-QUALIFIED STOCK OPTION

                                 April 13, 1999

         AGREEMENT  entered into by and between Green Mountain  Coffee,  Inc., a
Delaware corporation with its principal place of business in Waterbury,  Vermont
(together with its subsidiaries,  the "Company"), and the undersigned consultant
to the Company (the "Optionee").

         The Company desires to grant the Optionee a non-qualified  stock option
under the  Company's  1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").

         The Plan  provides  that each  option is to be  evidenced  by an option
agreement, setting forth the terms and conditions of the option.

         ACCORDINGLY,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements  contained herein,  the Company and the Optionee hereby
agree as follows:

         1.       Grant of Option.

         The Company hereby grants to the Optionee  non-qualified  stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions  hereinafter  set
forth.  This Option is not intended to be treated as an  incentive  stock option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         2.       Purchase Price.

         The purchase  price  ("Purchase  Price") for the Shares  covered by the
Option  shall  be the  dollar  amount  per  Share  set  forth at the end of this

         3.       Time of Exercise of Option.

         This Option shall be first  exercisable  as to 5,000 Shares on the date
of this Agreement,  and 25% of  the remaining  Shares on  each of the first four
anniversary dates of this Agreement.

         To the extent  the  Option is not  exercised  by the  Optionee  when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter

         4.       Term of Options; Exercisability.

         (a)      Term.

                                    (i) Each  Option  shall  expire  on the date
                           shown at the end of this Agreement  (the  "Expiration
                           Date"),  as  determined  by the Board of Directors of
                           the Company (the "Board").

                                    (ii)  In  the  event  of  the  death  of the
                           Optionee,  the Option  granted to such Optionee shall
                           terminate  on the  earlier  of (i) one year after the
                           date such  optionee's  consultancy  to the Company is
                           terminated;  or (ii)  the date on  which  the  option
                           expires by its terms.

         (b)      Exercisability.

         In the event of the death of the Optionee,  the Option  granted to such
Optionee may be exercised to the full number of Shares covered thereby,  whether
or not under the  provisions of Section 3 hereof the Optionee was entitled to do
so at the date of his or her death, by the executor,  administrator  or personal
representative  of such  Optionee,  or by any person or persons who acquired the
right to  exercise  such  Option by bequest or  inheritance  or by reason of the
death of such Optionee.

         5.       Manner of Exercise of Option.

         (a) To the extent that the right to exercise the Option has accrued and
is in effect,  the option may be exercised in full or in part by giving  written
notice to the Company stating the number of Shares  exercised and accompanied by
payment in full for such Shares.  No partial  exercise may be made for less than
one hundred (100) full shares of Common  Stock.  Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option,  valued  at fair  market  value  as of the date of  exercise;  provided,
however,  that payment of the exercise price by delivery of Shares already owned
by the person  exercising  the Option may be made only if such  payment does not
result in a charge to earnings for financial  accounting  purposes as determined
by the  Board.  Upon such  exercise,  delivery  of a  certificate  for  paid-up,
non-assessable  Shares shall be made at the  principal  office of the Company to
the person  exercising  the option,  not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.

         (b) The  Company  shall at all  times  during  the  term of the  Option
reserve  and keep  available  such  number of Shares  as will be  sufficient  to
satisfy the requirements of the Option.

         6.       Non-Transferability.

         The  right  of  the  Optionee  to  exercise  the  option  shall  not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the  Optionee  only by him or her. The Option shall be null and void and without
effect upon the  bankruptcy of the Optionee or upon any attempted  assignment or
transfer,  except as  hereinabove  provided,  including  without  limitation any
purported  assignment,  whether  voluntary  or  by  operation  of  law,  pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution,  attachment,  trustee  process or similar  process,  whether legal or
equitable, upon the Option.

         7.       Representation Letter and Investment Legend.

         (a) In the event  that for any  reason  the  Shares  to be issued  upon
exercise of the Option shall not be effectively  registered under the Securities
Act of 1933,  as amended (the "1933 Act"),  upon any date on which the option is
exercised  in whole or in part,  the person  exercising  the Option shall give a
written  representation  to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend",  so-called,  as described in
Exhibit  1,  upon any  certificate  for the  Shares  issued  by  reason  of such

         (b) The Company shall be under no  obligation  to qualify  Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.

         8.       Adjustments on Changes in Capitalization.

         Adjustments on changes in capitalization  and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.

         9.       No Special Consultancy or Employment Rights.

         Nothing  contained in the Plan or this Agreement  shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
consulting  relationship  of, or to employ,  the Optionee for the period  within
which this Option may be exercised. However, during the period of the Optionee's
consultancy,  the Optionee  shall render  diligently and faithfully the services
which  are  assigned  to the  Optionee  from time to time by the Board or by the
executive  officers of the  Company  and shall at no time take any action  which
directly or  indirectly  would be  inconsistent  with the best  interests of the

         10.      Rights as a Shareholder.

         The Optionee shall have no rights as a shareholder  with respect to any
Shares  which may be  purchased  by exercise  of this option  unless and until a
certificate  or  certificates  representing  such  Shares  are duly  issued  and
delivered to the Optionee.  Except as otherwise  expressly provided in the Plan,
no  adjustment  shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.

         11.      Withholding Taxes.

         Whenever  Shares are to be issued  upon  exercise of this  Option,  the
Company  shall have the right to require the Optionee to remit to the Company an
amount  sufficient  to satisfy  all  Federal,  state and local  withholding  tax
requirements  prior to the delivery of any certificate or certificates  for such
Shares.  The  Company  may agree to  permit  the  Optionee  to  withhold  Shares
purchased   upon  exercise  of  this  Option  to  satisfy  the   above-mentioned
withholding requirement.

         IN  WITNESS  HEREOF,  the  Company  has  caused  this  Agreement  to be
executed,  and the Optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.


By:      /s/ Robert P. Stiller                         /s/ David E. Moran
         ---------------------                         ------------------
         Robert P. Stiller                             David E. Moran
                                                       Number of Shares

                                                       Purchase Price Per Share

                                                       April 13, 2009
                                                       Expiration Date