Employment Agreement - Starbucks Corp. and Howard Behar
May 6, 2003
Mr. Howard Behar
[address]
Dear Howard:
This letter confirms the terms and conditions of your employment agreement
("Agreement") to provide advisory services to Starbucks Corporation ("Starbucks"
or "the Company").
EMPLOYMENT TERM
Your employment commenced on November 1, 2002, and shall continue until October
31, 2010 (the "Term"); provided, however, that if this Agreement is earlier
terminated as provided below, the Term shall end on the date of such earlier
termination.
BASE SALARY
You will be paid bi-weekly at a base salary that annualizes to Two Hundred Fifty
Thousand Dollars ($250,000.00) per year, totaling $250,000.00 per year for eight
years, which sum shall include (1) Five Hundred Forty-Six Thousand One Hundred
Fifty-Four Dollars ($546,154.00), representing the unpaid portion of your fiscal
year 2002 base salary; and (2) Six Hundred Twenty-Three Thousand Eight Hundred
Seventy-Two Dollars ($623,872.00), representing your fiscal year 2002 bonus,
both of which were earned by you during fiscal year 2002, but neither of which
was paid to you by Starbucks during fiscal year 2002. The balance amount
($829,974.00), represents deferred compensation for income earned during fiscal
year 2003 and payment, at a rate of $25,000.00 per year, for your role as an
advisor to Starbucks during the employment Term.
In the event that you die before October 31, 2010, Starbucks will pay, or cause
an insurer to pay, your surviving spouse (or your estate if your wife does not
survive you) a single sum amount equal to the unpaid salary you would have
received through the full Term of this agreement.
Starbucks may terminate this Agreement if you are unable to perform your duties
because of physical or mental disability.
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Mr. Howard Behar
May 6, 2003
Page 2
This Agreement may also be terminated "for cause" to include, but not limited
to, your unreasonable refusal to perform your duties or any violation of
Starbucks Standards of Business Conduct.
You may also terminate this Agreement before October 31, 2010, by providing
Starbucks with notice of your resignation. In the event you resign, then
Starbucks will pay you through the end of the workweek in which Starbucks
receives your notice of resignation.
A termination of this Agreement before October 31, 2010, regardless of the
reason for such termination, shall not affect any obligation that survives
beyond the Term for either you or Starbucks. Specifically, termination of this
Agreement will not affect Starbucks obligation to compensate you for income
already earned but paid to you as deferred compensation under this Agreement
(the balance of $2,000,000.00 not already paid to you on date of termination,
subject to an appropriate present value discount calculation).
DUTIES
During the Term, you will be asked to provide reasonable advisory services from
time to time on an "as needed" basis through the chief executive officer ("ceo")
of Starbucks or the ceo's designee. You will not be required to provide services
for which you are not qualified. You may perform services for others on a paid
consulting basis and you may serve on the boards of directors of other companies
so long as such activities do not conflict with Starbucks Standards of Business
Conduct or your duties as a Starbucks Director.
BENEFITS
Throughout the Term of your employment, you will be eligible for employee
benefits in accordance with the provisions of the Company's medical, dental,
vision and savings plans. The required employee coverage contributions for these
plans will be deducted from your bi-weekly paychecks. You will also be eligible
for basic life insurance coverage and short-term and long-term disability
coverage, all of which coverages will be determined in accordance with your base
salary and terms of the governing plans. As with all Starbucks employees, you
will be granted paid vacation and paid sick leave in accordance with Company
policy.
In the event this Agreement terminates earlier than the end of the Term as a
result of your death, then Starbucks will reimburse your surviving spouse the
full amount of (a) her premiums payable under COBRA for continuation of coverage
through the Term, and (b) if her rights to continuation of coverage under COBRA
expire prior to the end of the Term, then the Company will reimburse her the
full amount of any comparable replacement coverage secured by her through the
end of the term.
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Mr. Howard Behar
May 6, 2003
Page 3
If, because of any physical or mental disability, you are unable to perform your
duties and Starbucks terminates this Agreement based on such disability,
Starbucks will continue to provide you with benefits as described above, and
will also pay you the difference between your usual base pay and the amount you
receive from any short or long term disability benefits.
In the event Starbucks terminates this Agreement for cause or you terminate this
agreement earlier than the end of the Term, all employment benefits will cease
at midnight on the date of termination.
STOCK PURCHASE/OPTIONS
Your eligibility to participate in the Company's employee stock purchase plan
and the Bean Stock Plan will be based upon meeting the plans' eligibility
criteria. At the Compensation Committee's sole discretion, you may receive stock
options grants under the Company's Key Employee Stock Option Plan - 1994. Please
note that in the event you continue to be a member of the Starbucks Board, you
will not be eligible to participate in the Amended and Restated 1989
Non-Employee Directors Plan until you cease to be employed by Starbucks for at
least one year. With respect to other services or opportunities generally
provided to Starbucks partners (including, but not limited to, partner markout
and discount), you will be treated as any other Starbucks partner.
EXPENSES AND ADMINISTRATIVE SUPPORT
Starbucks shall reimburse you for all reasonable and customary expenses incurred
by you in performing your duties, including, but not limited to, reasonable
travel expenses.
To assist you in your advisory role, Starbucks will continue to provide an
office, computer, cell phone and administrative and secretarial assistance as
you reasonably require. In addition, you will continue to have access to the
building and parking garage. The monthly parking fee will be deducted from your
paychecks.
ASSIGNMENT
Your rights and duties under this Agreement are personal to you and are not
assignable to others. Starbucks may assign its rights under this Agreement in
connection with any merger or consolidation of Starbucks or any sale of all or
any portion of Starbucks assets, provided that any such successor or assignee
expressly assumes in writing Starbucks obligations under this Agreement.
GOVERNING LAW/ARBITRATION
This Agreement will be governed by the laws of the State of Washington. All
disputes arising out of or relating to this Agreement and your employment by
Starbucks shall be resolved by final
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Mr. Howard Behar
May 6, 2003
Page 4
and binding arbitration in accordance with the arbitration rules of the American
Arbitration Association in effect at the time the arbitration is commenced. The
arbitration shall be held in Seattle, Washington, before one (1) arbitrator
selected by the parties. The arbitrator shall determine the prevailing party in
the arbitration and shall order the nonprevailing party to pay the prevailing
party's arbitration costs and reasonable attorneys' fees.
ENTIRE AGREEMENT
This Agreement contains the sole employment agreement between you and Starbucks
and supersedes any prior agreements and understandings regarding your Starbucks
employment.
To confirm your agreement to the terms and conditions of your employment, please
countersign this letter below and return it to me. Thank you for your continued
contributions to the Company's success.
Warm regards,
Orin Smith
president and ceo
I agree to the terms and conditions of my employment agreement as set
forth in the foregoing letter.
____________________________________
Dated
____________________________________
Howard Behar