Sample Business Contracts

Service Agreement for Profit Sharing/401(k) Plan - Fidelity Management Trust Co. and Peet's Coffe & Tea Inc.

Sponsored Links

                            Fidelity Investments(R)

                       [Advisor Retirement Connection(R)
                        Premium Service] Retirement Plan

                               SERVICE AGREEMENT
                           PROFIT SHARING/401(k) PLAN

This Agreement is between Fidelity Management Trust Company ("Fidelity") and
Peet's Coffee & Tea, Inc. (the "Employer"), who maintains the Plan designated

Plan Name:              Peet's Coffee & Tea, Inc. Savings & Retirement Plan.


Implementation Date:    04/01/1999     Number of Eligible Employees: 331
                                       Number of Participants:

Select One:
[_] Start-up Plan  [X] Conversion Plan or Start-up Plan with assets transferred
from another Plan.

Article I.  Startup and Conversion Services

Start-up Plan Fee: (New Plans Only)                                  $_________
 .  Camera-ready copy of all relevant Administrative Forms
 .  Fidelity Workbench(TM) Software
 .  Implementation Conference Call - Issues covered include electronic data
transmission, contribution processing cycles, Plan administrative needs, project
timetables, and resource coordination
 .  IRS Determination Letter Kit for Form 5307 filing
 .  Prototype Plan and trust document (updated as required to ensure
compliance with the Internal Revenue Code)
 .  One original Summary Plan Description

Conversion Plan Fee                                                  $waived
(For Conversion Plans or Start-up Plans with assets transferred from
another plan)
In addition to documentation above, includes:
 .  Establishment of historical data on the Fidelity Participant Recordkeeping
System (FPRS)
 .  Preparation of Participant and Plan records for FPRS
 .  Reconciliation to transferred data
 .  Transfer or registration of assets from current Trustee


Article II.  Administrative Service Fees

     1.  Annual Recordkeeping Fee (Per Participant)               See Appendix C


     .  1-800 # Administrator access
     .  Monthly contribution processing
     .  Daily valuation
     .  Up to 10 investment options
     .  Investment exchanges of existing Participant account balances
     .  Investment direction of future contributions
     .  Distribution and withdrawal processing
     .  Monthly Trial Balance and Distribution/Withdrawal Report
     .  Quarterly Administrative Report*
     .  Quarterly Statements mailed directly to Participants' address of record*
     .  Twenty-four hour Participant telephone access to account balance and
        fund price information
     .  Annual Plan Year-End Summary Reporting Package on a cash basis
        (available only for an Employer preparing its own IRS 5500 or 5500-C/R)

     * Quarterly reporting cycle: as of February 28, May 31, August 31 and
     November 30

     2.  Contribution Processing Cycle - Monthly                    Included in
         per participant                                                    fee

     An additional fee of $60 per payroll in excess of 12 per year will be

         [_]  Semimonthly                                               $  720
         [X]  Biweekly                                                  $Waived
         [_]  Weekly                                                    $2,400

     Contribution processing cycle fee for other than monthly will be prorated
     for the first year if plan is implemented during mid-year.

Article III.  Trustee Fees

Annual Trustee Fee:                                                $1500

As Non-Discretionary Trustee, Fidelity will be:
  .  Responsible for the possession and safekeeping of the qualified retirement
     plan assets
  .  Responsible for following the direction of the Administrator in the
     administration of the Plan assets in the trustee's possession
  .  Responsible for following the direction of the Participants in the
     investment of their individual account balances among the Permissible
     Investment options made available as investment options under the Plan
  .  Responsible for providing the Administrator with a year end balance sheet
     and annual income statement of the financial activity in the Plan, along
     with the appropriate schedules to be used in the preparation of the IRS
     Form 5500 Report/Return for the Plan
  .  Responsible for issuing distribution checks and annual IRS Form 1099-R Tax


Article IV.  Additional Services

1. Loan Initiation and Service Fee
   Participant Loans (Select One)                                $125 per loan
   ------------------------------                                ------------
   [X] Yes   [_] No

   This one-time fee is payable when the loan is originated. Fidelity will be
   responsible for processing Participant loan transactions.

   If Employer has more than one payroll cycle, loan repayments will be made on
   the same frequency as contributions:

   [_]  Weekly

   [X]  Biweekly

   [_]  Semi-monthly

   [_]  Monthly

   [_]  Other __________

2. Compliance and Reporting Services Fee:
   Package Non-Discrimination Testing ("NDT") (Select One)        $1500
   -------------------------------------------------------         ----
   [X] Yes  [_] No

   Fidelity will perform non-discrimination testing. Fidelity will perform
   semiannual Actual Deferral Percentage (ADP) and Actual Contribution
   Percentage (ACP) non-discrimination tests (if applicable). In addition,
   Fidelity will perform 402(g) Deferral Limitation Monitoring (for calendar
   year plans only) (if applicable) and 415 Limitation Monitoring (for defined
   contribution plans only), and, if necessary, the annual Top Heavy and Minimum
   Coverage (ratio percentage test only) tests for the Employer's Plan.
   Ad Hoc non-discrimination testing is available and a fee will
   be provided upon request.

   The Employer will be billed a prorata portion of the entire Compliance and
   Reporting Services Fee at the end of each quarter based upon the tests

   Signature Ready IRS Form 5500 (Select One)                     Included in
   ------------------------------------------                     -----------
   [X] Yes  [_] No                                                Compliance
                                                                  and Reporting
                                                                  Services Fee

   Please Note: Signature Ready IRS Form 5500 cannot be selected unless Package
                                              ------             --------------
   Non-Discrimination Testing is selected.

   Fidelity will prepare the appropriate signature-ready IRS Form 5500 and
   Summary Annual Report. The completed IRS Form 5500 Questionnaire must be
   received from the Employer or Plan Administrator, as appropriate, for the
   applicable plan year within three and one-half months after plan year end. If
   this information is not received by the prescribed time, an additional fee of
   $350 will be charged to the Employer. An Employer maintaining a multiple
   employer plan that is required to file more than one IRS Form 5500 will be
   charged an additional fee of $350 for each 5500 required over one.

3. Additional Investment Options Fee:

   There will be an additional annual fee of $500 for each permissible
   investment option offered in excess of ten (maximum of twenty):


   Number of investments offered under the Plan in excess of ten:

          __________ x $500 =                                         $________

4. Additional Fees for services elected by the Employer and Identified
   in the attached Addenda

   Identify number of Addenda attached __________.


Article V.  Billing Information
  Fidelity's quarterly invoice for services rendered will be sent to the
  following address (quarterly billing cycle is same as quarterly reporting
  cycle in Article II):

  Company:  Peet's Coffee & Tea
  Contact Name:  Edie Hoffman
  Title:  director, human resources        Telephone Number:   510-594-2100
        ------------------------------                      --------------------
  Street Address:  1400 Park Avenue
                    Emeryville, CA 94608
         (City)                        (State)                 (Zip Code)

Article VI.

  Prior Recordkeeper:  Benefit Services Corporation
  Contact Name:        Georgianna Lewis
  Title:               Account Administrator
  Telephone Number:  404-872-0700x1683     Fax Number:  404-876-9014
                   ---------------------              --------------------------
  Street Address:  1375 Peachtree Street NE Suite 300
                   Atlanta, GA  30309-3116
     (City)                          (State)                    (Zip Code)

  Prior Trustee:     Peet's Coffee & Tea
  Contact Name:      Jerry Baldwin
  Title:             chairman
  Telephone Number:  510-594-2100          Fax Number:         510-594-2180
                   --------------------               --------------------------
  Street Address:    1400 Park Avenue
                     Emeryville, CA 94608
     (City)                          (State)                     (Zip Code)


Article VII.

  Prior Custodian:______________________________________________________________
  (If not Trustee)

  Contact Name:_________________________________________________________________


  Telephone Number:______________________   Fax Number:_________________________

  Street Address:_______________________________________________________________

       (City)                        (State)                    (Zip Code)

  External Payroll Vendor:   ADP
  Contact Name:              Emily Keller
  Title:                     Major Account Manager
  Telephone Number:  404-919-4911           Fax Number:  408-982-2255
                   ----------------------              -------------------------
  Street Address:  3300 Olcott St
                   Santa Clara, CA 95054
       (City)                        (State)                    (Zip Code)

  Internal Payroll Contact:_____________________________________________________

  Contact Name:_________________________________________________________________


  Telephone Number                          Fax Number:
                  ----------------------               -------------------------

  Street Address:_______________________________________________________________

       (City)                        (State)                    (Zip Code)

  Payroll Frequency/Dates:  bi-weekly

  Please provide all payroll frequencies and dates.

Article VIII.  Terms of Agreement

This Agreement is subject to the following terms and conditions:

1.  Data Submission: The Employer or Administrator will provide Fidelity with
    accurate and complete data via electronic data transmission or the Fidelity
    Workbench Software on a timely basis. Fidelity will not be responsible for
    any losses and/or expenses that arise due to the submission of incorrect or
    incomplete data, or data transmitted to Fidelity in an improper format.


2. Services: Fidelity shall have the responsibility to perform only those
   services set forth in Articles I - IV and in any Appendices and Addenda to
   this Agreement. All other regulatory and administrative matters relating to
   the Plan shall be the responsibility of the Employer and the Administrator.
   The Employer acknowledges that Fidelity does not provide legal or tax advice,
   and that the Employer must obtain its own legal and tax counsel for advice on
   the Plan design appropriate for its specific situation and on legal and tax
   issues pertaining to the administration of the Plan.

3. Documents: The Employer must use the [Advisor Retirement Connection(R)
   Premium Service] Retirement Plan Basic Plan Document, corresponding Adoption
   Agreement and Service Agreement. The Employer may not add, delete, or modify
   the documents in any way without the consent of Fidelity. If the Non-
   Standardized Adoption Agreement is used, or if the Standardized Adoption
   Agreement is used and the Employer maintains, or has ever maintained, another
   plan, the Employer may not rely on the opinion letter issued by the National
   Office of the Internal Revenue Service as evidence that this Plan is
   qualified under Section 401 of the Internal Revenue Code. In such case, the
   Employer is responsible for filing a request with the appropriate Internal
   Revenue Service office to obtain an individual determination letter for the

4. Related Employers: The Employer is responsible for determining if the
   Employer is a member of a controlled group of businesses or an affiliated
   service group, as those terms are defined by the Internal Revenue Code, and
   for notifying Fidelity of its determination. Fidelity is under no obligation
   to verify the Employer's determination. Only members of the Employer's
   controlled group or affiliated service group may participate in the Plan. If
   the Standardized Adoption Agreement is adopted by the Employer, all members
   of its controlled group or affiliated service group must be included in the
   Plan and listed as an adopting related employer in the Adoption Agreement.
   Failure to do so may result in disqualification of the Plan by the Internal
   Revenue Service. If the Non-Standardized Adoption Agreement is adopted by the
   Employer, group members that participate in the Plan must be listed as
   Related Employers in the Adoption Agreement. All employees of group members
   must be considered for the coverage and nondiscriminatory contribution
   requirements of the Plan as well as any plan of a group member. If the
   Employees controlled group or affiliated service group status changes after
   initial retention of Fidelity, the Employer must provide timely written
   notification to Fidelity and take other action to include, exclude or remove
   group members or former group members from the Plan.

5. Contributions: The Employer shall provide Fidelity with Participant
   information in accordance with Fidelity's specifications. The Employer shall
   be responsible for effecting Employee contributions and the transmittal of
   Employee and Employer contributions to Fidelity at such times and in such
   manner as mutually agreed between the parties. The Employer must consolidate
   the contribution information for multiple payrolls and/or multiple payroll
   sites onto one diskette, electronic data transmission, Fidelity Workbench
   Software or magnetic tape before sending it to Fidelity. The Employer will
   remit contributions by wire transfer to Fidelity after receiving notification
   and approval from Fidelity to wire the funds. Fidelity shall be responsible
   for the receipt of such amounts from the Employer and the deposit of the
   contributions to the accounts of Participants, including the deposit among
   available investment options, as directed by the Employer or Participants, as
   the case may be.

6. Telephone and Electronic Directions by Participants: If Participant
   direction is chosen by the Employer, each Participant in the Plan shall be
   permitted to direct the investment of his/her individual account balance and
   investment of future contributions among available Permissible Investment
   options through the use of Fidelity's telephone exchange system, or through
   electronic medium , to the extent permitted by Fidelity. The Employer hereby
   directs Fidelity to act upon such telephonic or electronic instructions
   without questioning the authenticity of such direction other than as provided
   in this Section. A Participant will be required to provide the Fidelity
   telephone exchange system representative or electronic medium with his/her
   Employer's Plan number, Social Security Number and personal identification
   number. For security purposes, upon proper notice to Fidelity, the Employer
   shall have the right to require a Participant to respond to additional
   questions (i.e., date of birth, date of hire, etc.) before being able to
   access his/her accounts. Only authorized Plan contact(s) and the Participant
   shall have access to a Participants account.


7. Reliance and Indemnification: Fidelity may rely upon and act upon any
   writing or any other medium acceptable to Fidelity, including but not limited
   to electronic medium , from any person authorized by the Employer, including
   an Investment Professional, to give instructions concerning the Plan and may
   conclusively rely upon and be protected in acting upon any written or
   electronic order from the Employer or upon any other notice, request,
   consent, certificate, or other instructions or paper reasonably believed by
   it to have been executed by a duly authorized person, so long as it acts in
   good faith in taking or omitting to take any such action. Fidelity need not
   inquire as to the basis in fact of any statement in writing or any other
   medium acceptable to Fidelity received from the Employer or any other party
   authorized by the Employer to act on behalf of the Employer. Fidelity shall
   be entitled to reasonably rely upon the information provided by the Employer
   in performance of its duties hereunder. Unless resulting from Fidelity's
   negligence or willful misconduct, the Employer shall indemnify and save
   harmless Fidelity from any and all liabilities to which Fidelity may be
   subjected by reason of any act or conduct in carrying out its
   responsibilities under this Agreement, including all expenses reasonably
   incurred in its defense.

8. Transition Period: An existing Employer Plan converting to Fidelity will be
   subject to a transition period to facilitate the movement of Participant
   records and Plan assets from the prior recordkeeper and/or trustee to
   Fidelity. The Employer will be responsible for ensuring the prior
   recordkeeper provides Fidelity with all of the required Participant account
   balance history and related information. The Plan assets must be converted to
   cash and wired to Fidelity on the Implementation Date unless the assets are
   already invested in a Permissible Investment option offered under this
   Agreement. The assets will be invested in a money market fund or the previous
   investment option(s) that are also offered under this Agreement until all
   Participant information is received by Fidelity and approved by the Employer.
   Participants will not be able to take out a loan, make withdrawals or
   exchanges, or redirect future contributions during the transition period. The
   duration of the transition period is dependent upon the cooperation of the
   prior recordkeeper, prior trustee, the Employer and the Administrator.
   Fidelity cannot guarantee that the transition period will end as of a
   specified date, or the length of time required to complete the implementation
   process. Please note, an additional fee of $100 per hour will be charged for
   data manipulation services involving information not sent in the prescribed
   format during the Conversion process.

8. Package Non-Discrimination Testing: (Optional Service) If the Employer
   elects to use Fidelity's Package Non-Discrimination Testing Services,
   Fidelity must-receive complete and accurate data in the required format
   within forty-five days after the Plan's year end to ensure any Participant
   refunds, due to the Plan's failure of the ADP and/or ACP tests, are
   distributed within seventy-five days after the Plan's year end. Fidelity must
   receive proper written, or any other medium acceptable to Fidelity,
   authorization from the Employer before making any such distributions.

   All annual IRC tests not identified in Section 2 of Article IV of this
   Agreement are the responsibility of the Employer. The data for the Package
   Non-Discrimination Testing Services must be transmitted to Fidelity on the
   Fidelity Workbench Software. The Employer understands that the non-
   discrimination test results are based upon information provided to Fidelity
   by the Employer. Fidelity cannot be responsible for invalid test results that
   are based upon incorrect or incomplete information provided to Fidelity.
   Fidelity has no obligation to solicit data, nor does it have an obligation to
   ascertain the accuracy or completeness of the data received. The Employer
   must complete Fidelity non-discrimination testing and top-heavy
   questionnaires before the initial test can be performed. These questionnaires
   will be provided to the Employer prior to the implementation of the Plan.

   All Consulting Services provided by Fidelity's Non-discrimination Testing
   Service Group will be provided at a rate of $100 per hour after the first
   hour. Consulting Services shall include (but are not limited to) telephone
   calls regarding the gathering, preparation and submission of test data, Plan
   document reviews, testing interpretations, and telephone calls to review
   final non-discrimination test results. In addition, any correction or
   manipulation of Plan data by Fidelity personnel at the request of the
   Employer will be charged at the rate of $100 per hour.


    If the Plan is adopted by an Employer that is considered to be unrelated to
    the initial adopting Employer, there will be a charge of $100 per test per
    unrelated employer for each unrelated employer participating in the Plan.
    This charge is in addition to any base charges.

10. Signature Ready IRS Form 5500 Services:  (Optional Service) If the Employer
    elects to use Fidelity's Signature Ready IRS Form 5500 Services, Fidelity
    will prepare the appropriate signature-ready IRS Form 5500 and Summary
    Annual Report. For Fidelity to complete the signature-ready Form 5500, the
    Employer must elect to use Fidelity's Package Non-Discrimination Testing
    Service. The testing process must be completed prior to commencing Form 5500

    The Employer agrees to:

    a.  Provide the Trustee with a copy of the most recent IRS Form 5500 that
        was filed with the IRS and a copy of any prior year's return as
        requested by the Trustee,

    b.  Complete a plan questionnaire ("IRS Form 5500 Questionnaire") that is
        provided by the Trustee. The IRS Form 5500 Questionnaire must be sent to
        the Trustee within a reasonable time before the initial IRS filing date.
        The Employer may delegate this responsibility to the Administrator
        identified in the [Advisor Retirement Connection(R) Premium Service
        Retirement Plan] Adoption Agreement; however, the Employer is still
        responsible for the accuracy of the information,

    c.  Provide the Trustee with a copy of the independent auditor's report for
        the Plan if one is required,

    d.  Use its best effort, along with the Administrator, to review, sign and
        timely mail to the IRS the IRS Form 5500 prepared by the Trustee,

    e.  Distribute the Summary Annual Report to Participants and beneficiaries,

    f.  Elect the Trustee's 5500 Services prior to the last day of the plan year
        for which the IRS Form 5500 would be required.

    Fidelity agrees to:

    g.  Send the Employer or Administrator, as appropriate, the IRS Form 5500
        Questionnaire within 45 days after plan year end. The Trustee shall have
        no responsibility for verifying the authenticity of the data submitted
        by the Employer or Administrator, as appropriate, on the IRS Form 5500

    h.  Use its best effort to timely prepare IRS Form 5500 and summary annual

    i.  File IRS Form 5558 (Application for Extension of Time To File Certain
        Employee Plan Returns) to request an extension of time to file the IRS
        Form 5500 if all the required data is not received from the Employer or
        Administrator, as appropriate, within a reasonable time before the
        initial IRS filing date. If all the requested information is not
        received within a reasonable period before the extended IRS filing date,
        the Trustee will send the Employer or Administrator, as appropriate, the
        IRS Form 5500 that has been completed to that date. The Employer or
        Administrator, as appropriate, will be responsible for supplying the
        missing information and completing IRS Form 5500,

    j.  Assist in responding to IRS inquiries, received by the Employer or
        Administrator, about any IRS Form 5500 prepared by the Trustee.

11. Distributions and Withdrawals: The Employer is responsible for obtaining the
  required completed Plan withdrawal documentation from the Participant and the
  spouse, if applicable, for any benefits payable under the Plan. The Employer
  must provide the Participant, beneficiary and spouse, if


   applicable, with any required statutory and regulatory notice(s) and
   waiver(s). The Employer is responsible for the safekeeping of the Plan
   withdrawal documentation. Withdrawals for terminated Participants should not
   be requested until all Employer contributions have been sent to the Trustee
   and deposited into affected Participants accounts.

   The Employer or Administrator may provide Fidelity with accurate and complete
   data by either electronic data transmission or diskette generated by the
   Fidelity Workbench Software ("Software") when any Participant is entitled to
   receive benefits under the Plan. The Trustee agrees to process Participant
   withdrawals on any business day, Monday through Friday during any month
   subject to the following:

   .  No withdrawals will be processed, except for loans, from December 15
      through January 1.

   .  The Administrator may not use the Software to make Participant
      distributions that are due to the Plan's failure of any required Internal
      Revenue Code test, that are to an alternate payee under a qualified
      domestic relations order, that are installment distributions, that are
      minimum required distributions, or that are to a beneficiary due to a
      Participant's death.

   .  The Software may not be used if the Employer's Plan uses more than one
      vesting schedule to compute a Participant's vested percentage in his/her
      Employer contribution account. A Participant's vested percentage on
      Fidelity's Participant Recordkeeping System will be used to compute
      distributions unless the Employer provides the Trustee with a separate
      written direction prior to the distribution processing date indicating the
      Participant's vested percentage. (Note: Although a Participant's vested
      percentage line appears on certain Software withdrawal forms, it does not
      have any operational impact within the system. Therefore, any adjustment
      to a Participant's vested percentage must be made by the Employer prior to
      the submission of the data to Fidelity.)

   .  The Trustee will provide the Employer with the Software and the
      corresponding instructions for installation and use. The Software is
      proprietary information of the Trustee and the Employer may not sell,
      distribute, copy or use it for any purpose other than to process
      withdrawals. The Employer must have the minimum hardware and software
      configuration as specified in the "Getting Started" booklet.

   The Employees submission of the distribution request to the Trustee on the
   Software constitutes the Employer's authorized written direction by the
   Administrator to process withdrawals. The Trustee shall have no
   responsibility for verifying the authenticity of the Participant request or

   Distribution and withdrawal requests received on hardcopy forms will be
   processed monthly on the date determined by Fidelity except withdrawals
   during December will only be processed the first two weeks of the month. All
   withdrawal requests received after the monthly cutoff date will be processed
   the following month. Fidelity reserves the right to change the monthly
   processing date and to process withdrawals on a more frequent basis.

   Distributions and withdrawals will only be processed if there is complete,
   accurate and properly authorized data received by Fidelity in the required
   media. Fidelity will process all withdrawals and mail the distribution checks
   to the Participants within ten business days of the processing date.

1. Participant Loans: Participant loans shall be made and administered in
   accordance with the provisions of the [Advisor Retirement Connection(R)
   Premium Service Retirement Plan] Basic Plan Document and the separate loan
   procedures attached to this Agreement as Appendix B.

2. Participant Communication Materials and Forms: Fidelity may from time to time
   produce Participant communication materials and forms for use by the Employer
   in meeting its obligations under the Plan. The Employer is responsible for
   reviewing such materials and forms and ensuring


   that the Participant communication materials and forms as provided by
   Fidelity are complete and accurate descriptions of the terms and provisions
   of the Employees Plan. To the extent such materials and forms are incomplete
   or incorrect, the Employer will be responsible for revising the materials or
   forms as needed, either directly or by notifying Fidelity of the need for the
   revision. The Employer or Administrator will be responsible for physical
   custody of all Participant beneficiary designation forms.

3. Investments: Fidelity shall have no discretion or authority with respect to
   the investment of the Plan assets but shall act solely as a directed trustee
   of the contributed funds. All Plan assets must be invested in the investments
   elected by the Employer and identified in Appendix A and are subject to the
   conditions contained therein.

4. Fees: As consideration for its services under this Agreement, Fidelity shall
   be entitled to the fees in accordance with Articles I, II, III, IV and any
   Appendices and Addenda. A reasonable additional fee will be charged if
   Fidelity has to reprocess any contribution data transmission due to excessive
   errors of the Employer or payroll vendor. Fidelity shall charge $100 per hour
   for expenses incurred for creation of an electronic file related to the
   termination of this Agreement. In addition, Fidelity reserves the right to
   charge a termination fee in an amount equal to a full year of fees identified
   under this Agreement in the event the Employer terminates its relationship
   with Fidelity within one year after the Implementation Date.

   The Start-up and Conversion Plan Fees in Article I will be billed with the
   initial invoice generated by Fidelity. The annual base fees in Article II
   will become effective as of the date the Fidelity Retirement Benefits Line
   becomes available to Participants or the Employer. All Fidelity fees in
   Articles II, III and IV will be billed in arrears to the Employer, or
   Participants, as applicable, on a quarterly basis. Quarterly basis for
   purposes of billing is defined as February 28, May 31, August 31, and
   November 30 of each calendar year.

   An Employee is treated as a Participant for purposes of the annual per-
   Participant fee if he/she has an account balance on any day of the quarter or
   any previous quarter in the twelve-month annual billing cycle. In addition, a
   Participant receiving a lump sum distribution will be considered a
   Participant through the end of the quarterly billing cycle that includes the
   month of December. The trustee fee in Article III will become effective as of
   the Implementation Date. If payment of the aforementioned fees is not
   received by Fidelity within sixty days of receipt of Fidelity's invoice, the
   fees shall be paid from available Plan forfeitures and shall then be charged
   against the respective accounts of all Participants in such reasonable manner
   as the Trustee may determine.

   Fidelity will charge a separate Conversion Plan Fee under Article I if the
   Employer acquires another Company and merges the acquired Company's Plan with
   its Plan or receives additional assets for its Plan. The Conversion Plan Fee
   will be determined after the relevant information has been received by
   Fidelity and communicated to the Employer prior to the conversion.

5. Duration and Amendment: This Agreement shall remain in effect for the
   remainder of the current calendar year and shall thereafter be automatically
   extended for successive one-year terms. Either party, however, by sixty days
   prior written notice to the other, may terminate this Agreement unless the
   receiving party agrees to a shorter notice period. This Agreement may be
   amended or modified periodically by an instrument executed by the parties.
   Notwithstanding the foregoing, Fidelity reserves the right to amend
   unilaterally the fee schedule upon sixty days prior written notice to the

6. Appendices:  The terms and conditions of the attached Appendix(cies) are
   hereby incorporated into this Agreement by reference.

7. Service Providers: Fidelity Management Trust Company is the non-discretionary
   Trustee of Employer's Plan. Fidelity may use its affiliates in providing the
   services described in this Agreement.


8. Force Majeure. Should the performance of this Agreement by any party be
   prevented by fire, flood, storm, strike, acts of God, unavoidable casualty,
   governmental order or state of war, or by any similar cause beyond the
   control of such party, such party's performance to the extent it is so
   prevented or delayed shall be excused, provided notice of its inability to
   perform is given to the other party within a reasonable period of time.

9. Governing Law: This Agreement shall be governed by the laws of the
   Commonwealth of Massachusetts except to the extent such laws are superseded
   by Section 514 of ERISA.


Specimen Signatures

At least one person is required to be authorized to provide instructions to
Fidelity Management Trust Company regarding the Plan. Only the following
person(s) designated below is/are authorized to advise Fidelity on all Plan
administrative matters:

NAME & TITLE                          SPECIMEN SIGNATURE
---------------------------------     ---------------------------------------

Kelly Nielson                         /s/ Kelly Nielson
---------------------------------     ---------------------------------------

Human Resources Specialist

Mark N. Rudolph                       /s/ Mark N. Rudolph
---------------------------------     ---------------------------------------


_________________________________     _______________________________________


_________________________________     _______________________________________



The specimen signatures can be changed by the Employer at any time. To add to a
new authorized signer, the Employer must send a letter of instruction signed by
an authorized individual to the Fidelity Plan Representative, with an original
specimen signature of the new authorized signer. To delete or replace a signer,
the Employer should identify the name(s) of the individual(s) who are no longer
authorized signer(s). The Employer must provide any change at least ten business
days prior to the date the change will become effective.


Execution Page - Fidelity Copy

In witness whereof, the parties hereto have caused this Agreement to be executed
by their duly authorized officers.

Employer:                                Employer:

Mark N. Rudolph
--------------------------------------   _____________________________________
(Print Name)                             (Print Name)

/s/ Mark N. Rudolph
--------------------------------------   _____________________________________
(Signature)                              (Signature)

--------------------------------------   ____________________________________
(Title)                                  (Title)

--------------------------------------   ____________________________________
(Date)                                   (Date)

Note: Only one authorized signature is required to execute this Agreement
      unless the Employer's corporate policy mandates two authorized signatures.

Fidelity Management Trust Company:

(Print Name)

/s/ Ingrid M. Brandenberg

Authorized Signatory



Execution Page - Employer Copy

In witness whereof, the parties hereto have caused this Agreement to be executed
by their duly authorized officers.

Employer:                             Employer:

Mark N. Rudolph
------------------------------------  ________________________________________
(Print Name)                          (Print Name)

/s/ Mark N. Rudolph
------------------------------------  ________________________________________
(Signature)                           (Signature)

------------------------------------  ________________________________________
(Title)                               (Title)

------------------------------------  ________________________________________
(Date)                                (Date)

Note: Only one authorized signature is required to execute this Agreement
      unless the Employer's corporate policy mandates two authorized signatures.

Fidelity Management Trust Company:

(Print Name)

/s/ Ingrid M. Brandenberg

Authorized Signatory


NOTE: This page should be signed by both the Employer and Fidelity. The Employer
      should forward this page to Fidelity after signing it. Fidelity will
      return it to the Employer after it is executed by an authorized Fidelity


                     Appendix A - Plan Investment Options

       Participant Accounts under the Trust will be invested among the
       Permissible Investment options listed below pursuant to Participant
       and/or Employer directions.

              Fund Name                                              Fund Number
              ---------                                              -----------

1.  Treasury Fund-Daily Money Class                                        58
----------------------------------------------------------------         -----
2.  Fidelity Advisor High Yield Fund                                      165
----------------------------------------------------------------         -----
3.  Fidelity Advisor Intermediate Bond Fund                               287
----------------------------------------------------------------         -----
4.  Fidelity Advisor Equity Income Fund                                   280
----------------------------------------------------------------         -----
5.  Dreyfus S&P 500 Index Fund                                           OFYP
----------------------------------------------------------------         -----
6.  Fidelity Advisor Dividend Growth Fund                                 720
----------------------------------------------------------------         -----
7.  Fidelity Advisor Growth Opportunities Fund                            168
----------------------------------------------------------------         -----
8.  Neuberger & Berman Socially Responsive Assets                        OF9F
----------------------------------------------------------------         -----
9.  LifePath 2030 Fund                                                   OFYT
----------------------------------------------------------------         -----
10. Fidelity Advisor Overseas Fund                                        175
----------------------------------------------------------------         -----

       To the extent that the Employer selects as a Permissible Investment
       option, the Fidelity Advisor Stable Value Portfolio of the Fidelity Group
       Trust for Employee Benefit Plans ("Group Trust"), the Employer hereby (A)
       agrees to the terms of the Group Trust and adopts said terms as a part of
       this Agreement and (B) acknowledges that it has received from the Trustee
       copies of Declaration of Trust, the Declaration of Separate Fund for the
       Fidelity Advisor Stable Value Portfolio, the Offering Circular for the
       Fidelity Advisor Stable Value Portfolio and the IRS Determination Letter
       for the Group Trust.


                Non-Fidelity Mutual Fund Addendum to Appendix A

Non-Fidelity Mutual Funds

For this purpose, "Non-Fidelity Mutual Funds" shall mean those investment
companies registered under the Investment Company Act of 1940, as amended, other
than those advised by Fidelity Management & Research Company, permitted under
the Peet's Coffee & Tea, Inc. Savings & Retirement Plan and specified in an
agreement between Fidelity Investments Institutional Operations Company
("FIIOC"), a division of FMR Corp., and the transfer agent for such investment
company ("Fund Vendor"). Fidelity shall provide recordkeeping services for Non-
Fidelity Mutual Funds in accordance with the terms and conditions of this

Fees and Other Requirements

As consideration for its services under this Addendum, Fidelity shall be
entitled to the following fees, in addition to any fees specified elsewhere in
this Agreement or in any other agreement between the Employer and Fidelity:

____% (25 basis points) per annum of assets invested in Non-Fidelity Mutual
Funds to be paid by [the Employer] or [plan participants utilizing the Non-
Fidelity Mutual Fund investments], as specified on the Fee Payment Direction

This fee will be computed and billed in arrears quarterly based on the market
value of Non-Fidelity Mutual Funds on the last business day of the quarter.
FIIOC shall be entitled to fees as set forth in a separate agency agreement with
the Fund Vendor.]

Operational Procedures

Pricing. The Fund Vendor will provide to FIIOC the information specified in the
agreement between such parties ("Price Information"). If on any business day the
Fund Vendor does not provide such Price Information to FlIOC, FIIOC shall pend
all associated transaction activity in the Fidelity Participant Recordkeeping
System ("FPRS") until the relevant Price Information is made available by Fund

Participant Communications. The Fund Vendor shall provide internally prepared
fund descriptive information approved by its legal counsel for use by FlIOC in
its written participant communication materials. FlIOC shall utilize historical
performance data obtained from third-party vendors (currently Morningstar, Inc.,
FACTSET Research Systems and Upper Analytical Services) in telephone
conversations with plan participants and in quarterly participant statements.
The Employer hereby consents to FlIOC's use of such materials and acknowledges
that FlIOC is not responsible for the accuracy of such third-party information.

Indemnification. The Fund Vendor is responsible for compensating participants
and/or FIIOC in the event that losses occur as a result of (1) the Fund Vendor's
failure to provide FIIOC with Price Information or (2) providing FIIOC with
incorrect Price Information.


              Appendix B - Participant Loan Policy and Procedures

This Loan Policy is adopted in accordance with Article 9 of the Plan. All other
provisions governing Participant loans are included in Article 9. This Policy is
effective for loans made on or after the Effective Date of this Agreement. Other
loans made under the Plan shall continue under their existing terms until they
are repaid.

1. Administration - The Employer or Administrator shall administer the Plan loan
   program and shall act as the Trustee's agent in holding physical custody of
   promissory notes and other loan documents, collecting and remitting all
   principal and interest payments to the Trustee, keeping the proceeds of such
   loan repayments separate from the other assets of the Employer and clearly
   identifying such assets as Plan assets, and canceling and surrendering the
   promissory note and other loan documents to the Participant when a loan has
   been paid in full.

2. Application Procedures - Applications for loans shall be made to the
   Administrator on forms available from the Administrator.

3. Conditions and Limitations -

   a. Minimum Principal Amount. The minimum principal amount of any loan is

   b. Duration. The repayment period of any loan shall be no more than five
      years unless such loan is for the purchase of a Participants primary
      residence, in which case the repayment period may not extend beyond ten
      years from the date of the loan.

   c. Repayment Method. A loan to an Employee shall be repaid at least quarterly
      by payroll. If repayment is not made by payroll deduction, a loan shall be
      repaid by the Employee to the Employer or Administrator.

   d. Outstanding Loans. A Participant with an existing loan may not apply for
      another loan until the existing loan is paid in full and may not refinance
      an existing loan or attain a second loan for the purpose of paying off the
      existing loan. A Participant may not apply for more than one loan during
      each Plan Year.

4. Interest Rate - The Administrator shall determine and communicate to the
   Trustee a reasonable rate of interest based on the prevailing interest rates
   charged by persons in the business of lending money for loans which would be
   made under similar circumstances. The interest rate shall remain fixed
   throughout the duration of the loan.

5. Default - The Administrator shall promptly notify the Trustee of any default.
   If a distributable event has occurred, the Administrator shall direct the
   Trustee to foreclose on the promissory note and offset the Participant's
   vested Account by the outstanding balance of the loan. If a distributable
   event has not occurred, the Administrator shall direct the Trustee to
   foreclose on the promissory note and offset the Participant's vested Account
   as soon as a distributable event occurs.


                                  Appendix C

                           Annual Recordkeeping Fee

The Annual Recordkeeping Fee per Participant for the Employer's Plan will be as

 Average Participant Account Balance Invested in Permissible Investment Options

                            $10,000 - $20,000       $20,001 - $30,000       $30,001 - $50,000     $50,001 or more
  <S>                       <C>                     <C>                     <C>                   <C>
  101-200                         [$45]                   [$25]                   [$15]                   [$5]**
  201-400                         [$30]                   [$15]                   [$10]*                  [$5]**
  401-600                         [$25]                   [$10]*                  [$5]**                  [$5]**
  601 or more                     [$10]*                  [$5]**                  [$5]**                  [$5]**

NOTE:  For multiple plans, plans with 100 or less participants, less than $2
       million in assets, or with an average participant balance less than
       $10,000, the per participant fees will be provided to the Employer.

    *  Conversion Plan Fee is waived. Data manipulation charges may apply.
   **  Compliance & Reporting Services Fees and Conversion Plan Fee are waived.
       Data manipulation charges may apply.

The Average Participant Account Balance will be calculated based on the ending
market value of the last quarterly billing cycle divided by the number of
Participants with balances and will be based on assets invested in Permissible
Investment Options. However, such term may not include certain Wasting or Frozen

The per participant fee will be reviewed each quarter. If the Average
Participant Account Balance and/or the number of Participants with balances
increases from one quarter to the next which results in a lower per participant
fee, the lower fee may be applied to the Employer's Plan to the following fee
invoice. If the Average Participant Account Balance and/or the number of
Participants with balances decreases from one quarter to the next which results
in a higher per participant fee, the higher fee may be applied to the Employer's
Plan after the annual review of the plan. The fees will be billed in accordance
with Article VII, Section 15.

Initial Per Participant Fee (as of Implementation Date)               $  30  *
Number of Participants: 331
Total Plan Assets: $1,950,300
Average Participant Account Balance $ 5,892

*Fee is subject to change pending verification of the number of participants and
the plan's assets by Fidelity Investments.


                       [ADVISOR RETIREMENT CONNECTION(R)
                          FEE PAYMENT DIRECTION FORM

Employer Name  Peet's Coffee & Tea

Plan Name  Peet's Coffee & Tea, Inc. Savings & Retirement Plan  Plan Number  001
           ---------------------------------------------------               ---

This form will serve as notification to Fidelity Investments of the party
responsible for paying the Fidelity fees of the Employer's Plan. Please note,
under Article VII Section 15 of the Service Agreement, fees will be paid out of
plan forfeitures (if available) or charged against Participant accounts unless
paid by the Employer within sixty days of receipt of Fidelity's invoice.
Expenses of the Plan will be:

TYPE OF FEE;                                PAID BY     CHARGED TO      NOT
                                            EMPLOYER   PARTICIPANT*  APPLICABLE

1.  Start-up Plan Fee                          [X]         [_]           [_]

2.  Conversion Plan Fee                        [_]         [_]           [X]

3.  Annual Recordkeeping Fee                   [X]         [_]           [_]

4.  Contribution Processing Fee                [X]         [_]           [_]

5.  Annual Trustee Fee                         [X]         [_]           [_]

6.  Loan Initiation and Service Fee**          [_]         [X]           [_]

7.  Compliance and Reporting Services Fee      [X]         [_]           [X]

8.  Additional Investment Options Fee          [_]         [_]           [X]

9.  GIC Services Fee                           [_]         [_]           [X]

10. Other  ______________________              [_]         [_]           [_]

*   The fee charged to each participant will be based on a flat dollar amount
    unless otherwise directed by the Employer.

**  Charged only to affected participants.


NOTE 1:   Any forfeiture occurring during a Plan Year shall be used to reduce
          administrative expenses under the Plan. Any forfeitures remaining
          after paying the administrative expenses of the plan shall be applied
          to reduce the contributions of the Employer next payable under the

NOTE 2:   The Employer shall consult with their attorney to determine if the
          above expenses are reasonable expenses of the Plan under Sections
          403(c)(1) and 404(a)(1)(A) of the Employee Retirement Income Security
          Act of 1974.



BY:   /s/ Mark N. Rudolph


DATE:       1/21/99


                            ADVISOR RETIREMENT CONNECTION(R)
                            PREMIUM SERVICE PROGRAM
                            SUMMARY OF ASSETS FORM

Employer Name:   Peet's Coffee & Tea

Plan Name:       Peet's Coffee & Tea, Inc Savings & Retirement Plan

This form represents a complete list of the assets for the above-mentioned plan.
As one of the conditions for acceptance Into the ADVISOR RETIREMENT
CONNECTION(R) - PREMIUM SERVICE PROGRAM, all assets must be liquidated prior to
the implementation date or mapped to like funds on the conversion date. Please
note, this form must be completed and signed in order to be accepted by Fidelity

      EXISTING                            CURRENT           IF MAPPED           IF LIQUIDATED          DATE OF LIQUIDATION
       FUNDS                             BALANCES         LIST NEW FUNDS            AMOUNT
 <S>                                     <C>              <C>                   <C>                    <C>
 Treasury - Daily Money                                   Same
 F.A. High Yield                                          Same
 F.A. Equity Income                                       Same
 F.A. Growth Opportunities                                Same
 F.A. Overseas                                            Same
 F.A. Natural Resources                                   Same                                         4/1/99








I represent that I am authorized to complete and execute this information on behalf of the Plan Sponsor, and that the above
information is accurate and complete. I further represent that all plan assets can be liquidated or mapped as required for
acceptance of this plan. I understand that inaccurate or incomplete information may preclude Fidelity's acceptance of this
plan or delay the plan's implementation.

 BY:                       Mark Rudolph  /s/ Mark N. Rudolph
 TITLE:                    CFO