EXHIBIT 10.1

STARBUCKS CORPORATION
AMENDED AND RESTATED
KEY EMPLOYEE STOCK OPTION PLAN - 1994

AS AMENDED AND RESTATED THROUGH NOVEMBER 20, 2003

1. PURPOSES OF THE PLAN

The purposes of the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994 (the "Plan") are (i) to attract and retain the most talented personnel available for positions of substantial responsibility,
(ii) to encourage ownership of the Company's Common Stock by key Employees of and Consultants to the Company and its Subsidiaries, and (iii) to promote the Company's business success by providing both rewards for exceptional performance and long-term incentives for future contributions.

2. DEFINITIONS

Capitalized terms used in this Plan shall have the following meanings:

"ACT" shall mean the Securities Act of 1933, as amended from time to time, or any replacement act or legislation.

"BENEFICIAL OWNERSHIP" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

"BOARD" shall mean the Board of Directors of the Company.

"CHANGE IN CONTROL" shall mean the occurrence during the term of the Plan of:

(a) an acquisition (other than directly from the Company) of any voting securities of the Company by any Person, after which such Person has Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding Shares or the combined voting power of the Company's then outstanding voting securities; provided, however, that in determining whether a Change in Control has occurred, Shares or voting securities that are acquired in a Non-Control Acquisition shall not constitute an acquisition that would cause a Change in Control;

(b) a change in the membership of the Board so that the members of the Incumbent Board cease to constitute at least two-thirds of the members of the Board;

(c) the execution of a definitive agreement providing for a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, unless such merger, consolidation or reorganization is a Non-Control Transaction;

(d) the consummation of a complete liquidation or dissolution of the Company; or

(e) the execution of a definitive agreement providing for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than the transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or voting securities as a result of the acquisition of Shares or voting securities by the Company which, by reducing the number of Shares or voting securities outstanding, increases the percentage of shares Beneficially Owned by the Person. If a Change in Control would occur (but for the operation of the preceding sentence) as a result of the acquisition of Shares or voting securities by the Company, and after such share acquisition by the Company the Person becomes the Beneficial Owner of any additional Shares or voting securities which increases the percentage of the then

outstanding Shares or voting securities Beneficially Owned by the Person, then a Change in Control shall be deemed to have occurred.

"CODE" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any replacement act or legislation.

"COMMITTEE" shall mean the Compensation Committee of the Board of Directors or another committee appointed by the Board comprised of not less than two Non-Employee Directors.

"COMMON STOCK" shall mean the common stock, $0.001 par value per share, of Starbucks Corporation.

"COMPANY" shall mean Starbucks Corporation.

"CONSULTANT" shall mean any person engaged by the Company as a non-employee service provider pursuant to the terms of a written agreement.

"DISABILITY" means:

(a) in the case of an Optionee whose employment with the Company or a Subsidiary is subject to the terms of an employment or consulting agreement between such Optionee and the Company or Subsidiary that includes a definition of "Disability," the term "Disability" as used in this Plan or any agreement shall have the meaning set forth in such employment or consulting agreement during the period that such employment or consulting agreement remains in effect; and

(b) in all other cases, the term "Disability" as used in this Plan shall mean a physical or mental condition resulting from bodily injury, disease, or mental disorder which renders the Optionee incapable of continuing his or her employment with the Company or a Subsidiary, as the case may be.

"EMPLOYEE" means any person employed by the Company or any Subsidiary, including those individuals whose services as an Employee have been temporarily interrupted due to any authorized leave of absence.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time, or any replacement act or legislation.

"FAIR MARKET VALUE" of the Common Stock shall be the price per share of the Common Stock on the National Market tier of The Nasdaq Stock Market, Inc. at the close of regular trading. The Board or the Committee may designate a different time or method of determining the Fair Market Value if appropriate because of changes in the hours and methods of trading on The Nasdaq Stock Market, Inc. If the Common Stock ceases to be listed on The Nasdaq Stock Market, Inc., the Board or the Committee shall designate an alternative exchange, stock market or method of determining the Fair Market Value of the Common Stock.

"FAMILY MEMBER" shall include any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee's household (other than a tenant or an employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent (50%) of the voting interests.

"INCENTIVE STOCK OPTION" shall mean any stock option that qualifies as an "incentive stock option" within the meaning of Section 422 of the Code.

"INCUMBENT BOARD" shall mean the individuals who are members of the Board as of December 28, 1999 and any new director whose election or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the Incumbent Board. No individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (as

described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including any individual who assumed office by means of an agreement intended to avoid or settle any election or proxy contest.

"NON-CONTROL ACQUISITION" shall mean an acquisition by:

(a) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any Subsidiary;

(b) the Company or any Subsidiary; or

(c) any Person in connection with a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued in which:

(i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization;

(ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the corporation resulting from such merger, consolidation or reorganization, or a corporation with direct or indirect Beneficial Ownership of a majority of the voting securities of such corporation; and

(iii) no Person other than (A) the Company, (B) any Subsidiary, (C) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company or any Subsidiary, or (D) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding voting securities or Shares, has Beneficial Ownership of twenty-five percent (25%) or more of the combined voting power of the then outstanding voting securities or common stock of the corporation resulting from such merger, consolidation or reorganization.

"NON-EMPLOYEE DIRECTOR" shall mean any member of the Board who qualifies as a non-employee director as that term is defined in Rule 16b-3 promulgated pursuant to the Exchange Act or any replacement rule promulgated under the Exchange Act.

"NONQUALIFIED STOCK OPTION" shall mean any Stock Option that does not qualify or is not intended to qualify as an Incentive Stock Option.

"OFFICER" shall have the meaning ascribed to that term in Rule 16a-1(f) promulgated under the Exchange Act.

"OPTIONEE" shall mean an Employee or Consultant who has received a Stock Option pursuant to this Plan.

"PERSON" shall mean an individual or a business entity, including, without limitation, a corporation, trust, estate or partnership, as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

"PLAN" shall mean the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994, including any country-specific rules approved and adopted by the Board or the Committee, as such plan and country-specific rules may be amended and restated from time to time.

"RETIREMENT" shall mean the attainment of age 55 and ten (10) years of credited service with the Company, as determined by the Board or Committee in its sole discretion.

"SHARE" shall mean one share of the Company's Common Stock.

"STOCK OPTION" shall mean the right to purchase one Share at a fixed exercise price and may refer to either an Incentive Stock Option or a Nonqualified Stock Option.

"SUBSIDIARY" shall mean any subsidiary of the Company.

3. GENERAL PROVISIONS APPLICABLE TO STOCK OPTIONS

3.1 TERM OF THE PLAN.

The Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994, shall expire on December 28, 2009. The termination of the Plan at that time shall not affect Stock Options previously granted, and Stock Options to purchase Shares granted prior to the termination of the Plan shall be governed by the terms of the Plan upon its termination.

3.2 SHARES RESERVED FOR ISSUANCE UNDER THE PLAN.

Subject to any adjustment pursuant to the provisions of Section 3.7 of the Plan, the maximum aggregate number of Shares reserved for issuance upon the exercise of Stock Options granted pursuant to this Plan is 70,100,000. Shares subject to Stock Options that are forfeited through expiration, termination of employment or otherwise shall be available for issuance pursuant to other Stock Options granted under this Plan. Any increase in the maximum aggregate number of Shares reserved for issuance pursuant to the exercise of Stock Options granted under the Plan shall be approved and recommended by the Board and approved by the Shareholders of the Company.

3.3 ADMINISTRATION OF THE PLAN.

(a) The Plan shall be administered by the Board or a Committee duly appointed by the Board. The Board or the Committee shall have the authority to determine the form and substance of agreements, instruments and guidelines for the administration of the Plan. The Board or the Committee shall have authority to determine the Employees and Consultants to be granted Stock Options under the Plan, to determine the size, type, and applicable terms and conditions of grants to be made to such Employees and Consultants, to determine when Stock Options will be granted, and to authorize grants to Employees and Consultants. In addition, the Board or the Committee may engage a qualified brokerage or other financial services firm to assist in the administration of the Plan.

(b) The Board may delegate authority to an Officer of the Company to authorize Stock Option grants within specified guidelines established by the Board or the Committee from time to time to Employees who are not Officers of the Company.

(c) The Board or the Committee may delegate to an administrator or administrators those clerical and administrative functions that may be legally delegated to such administrator or administrators.

(d) The Board's or the Committee's interpretation of the Plan, and all actions taken and determinations made by the Board or the Committee, as the case may be, concerning any matter arising under or with respect to this Plan or any Stock Options granted pursuant to this Plan, shall be final, binding, and conclusive on all interested parties, including the Company, its shareholders, and all former, present, and future Employees or Consultants of the Company. The Board or the Committee may, as to questions of accounting, rely conclusively upon any determinations made by the independent public accountants of the Company.

(e) The grant of Stock Options pursuant to this Plan shall be entirely in the discretion of the Board, the Committee or an Officer designated by the Board, as the case may be, and nothing herein contained shall be

construed to give any Employee or Consultant any right to receive Stock Options under this Plan. The maximum number of Stock Options that may be granted to any Optionee in any one fiscal year hereunder is 1,000,000. The granting of Stock Options pursuant to this Plan shall not constitute any agreement or an understanding, express or implied, on the part of the Company or a Subsidiary to employ the Optionee for any specified period.

3.4 EFFECT OF A CHANGE IN CONTROL.

(a) In the event of a Change in Control, all Stock Options outstanding on the date of such Change in Control shall become immediately and fully exercisable and shall remain exercisable in accordance with Section 3.6.

(b) This Section 3.4 above applies to any Stock Option granted or Change in Control occurring after February 14, 2000, provided, however, that in the event that the adoption of Section 3.4 is considered to be an alteration of equity interests in contemplation of a pooling of interests transaction, the adoption of Section 3.4 will automatically be rescinded. Upon the rescission of the adoption of Section 3.4 set forth above, the effect of a merger, consolidation, tender offer or takeover bid shall be governed by the terms of
Section 2.5 of the Starbucks Corporation Key Employee Stock Option Plan - 1994 Plan in effect prior to February 14, 2000.

3.5 TERMS AND EXPIRATION OF OPTIONS.

Stock Options granted under this Plan shall be evidenced by a written grant agreement and:

(a) shall be exercisable only by the Optionee, the Optionee's personal representative or a permitted transferee;

(b) shall not be transferable by the Optionee or by operation of law other than (i) by will of, or by the laws of descent and distribution applicable to, a deceased Optionee, (ii) pursuant to a domestic relations order;
(iii) to the extent permitted by the Board or Committee, to one or more beneficiaries on a Company-approved form who may exercise the Option after the Optionee's death; and/or (iv) in the case of Nonqualified Stock Options, by gift to a Family Member of the Optionee;

(c) unless transferred as permitted by Section 3.5(b), shall automatically terminate and expire upon any other sale or transfer, any other attempted sale or transfer or upon the bankruptcy or insolvency of the Optionee or Optionee's estate;

(d) shall grant no right to the Optionee to receive any dividend on or to vote or exercise any right with respect to any Shares unless and until the Optionee has exercised Stock Options for such Shares and Beneficial Ownership of such Shares has been transferred to the Optionee;

(e) shall expire at the earliest of the following:

(i) three (3) months after voluntary or involuntary termination of Optionee's employment as either an Employee or Consultant other than termination as described in subparagraphs (ii), (iii) or (iv) below;

(ii) immediately upon the discharge of Optionee for misconduct, willfully or wantonly harmful to the Company or Subsidiary;

(iii) twelve (12) months after Optionee's death or Disability;

(iv) thirty six (36) months after termination of Optionee's employment as an Employee due to Retirement;

(v) upon the expiration date specified in the Optionee's written grant agreement; or

(vi) ten (10) years from the date of grant;

(f) shall to the extent that such Stock Options vest and become exercisable in increments, stop vesting as of the date of the Optionee's Disability or termination of Optionee's employment as an Employee or Consultant; provided, however, that such Stock Options shall vest in full as of the date of termination of Optionee's employment as an Employee due to Retirement or death.

(g) shall not be affected by any changes of duties or position so long as the Optionee shall continue to be employed as an Employee or Consultant by the Company or a Subsidiary; and

(h) shall have an exercise price determined by the Board, the Committee or a designated Officer, as the case may be, at the time the grant is made, that is not less than the Fair Market Value of a Share on the date of grant.

3.6 EXERCISE OF OPTIONS.

An Optionee, an Optionee's personal representative or a permitted transferee desiring to exercise Stock Options granted and exercisable hereunder shall notify the Company or, if required by the Company, the brokerage firm designated by the Company to facilitate exercises and sales under this Plan, specifying the number of Stock Options to be exercised. The notification to the brokerage firm shall be made in accordance with procedures of such brokerage firm approved by the Company. The notification to the Company or the designated brokerage firm shall be accompanied by (i) payment of the aggregate exercise price of the Stock Options in cash or by tender of Shares that have been held by the Optionee for at least six (6) months that have an aggregate Fair Market Value of at least the aggregate exercise price, (ii) a request that the designated brokerage firm conduct a cashless exercise of the Stock Options, or
(iii) in the case of Nonqualified Stock Options only, a request that the Company withhold sufficient Shares to pay the aggregate exercise price and an attestation that the Optionee or the permitted transferee has held a number of shares equal to the number to be withheld to pay the aggregate exercise price for at least six (6) months. Payment of the aggregate exercise price by means of tendering or attesting to the ownership of previously-owned shares of the Company's Common Stock shall not be permitted when the same may, in the reasonable opinion of the Company, cause the Company to record a loss or expense as a result thereof.

3.7 RECAPITALIZATION.

The aggregate number of Shares reserved for issuance pursuant to Stock Options granted hereunder, the number of Stock Options previously granted hereunder and the exercise price per Share for each Stock Option previously granted hereunder shall be proportionately adjusted for an increase or decrease in the number of outstanding shares of Common Stock resulting from a stock split or reverse split or any other capital adjustment. The Board may, in its discretion, authorize the proportionate adjustment to the maximum number of Stock Options that may be granted to an Optionee in any one year. If the exercise of the adjusted number of Stock Options results in an obligation of the Company to issue a fractional Share, the number of Shares to be issued shall be rounded to the nearest whole number. Under no circumstances shall the Company be obligated to issue fractional shares pursuant to the exercise of Stock Options granted under this Plan. All adjustments made pursuant to this Section shall be determined by the Board or the Committee, whose determination in that respect shall be final, binding, and conclusive.

3.8 SUBSTITUTIONS AND ASSUMPTIONS.

The Board or the Committee shall have the right to substitute or assume Stock Options in connection with mergers, reorganizations, separations, or other "corporate transactions" as that term is defined in, and said substitutions and assumptions are permitted by, Section 424 of the Code and the regulations promulgated thereunder.

3.9 AMENDMENT OR TERMINATION OF THE PLAN.

This Plan and all rules, guidelines, and regulations adopted with respect hereto may be terminated, suspended, modified, or amended at any time by a majority vote of the Board or the Committee, provided, however,

that the following modifications or amendments require approval of or ratification by the shareholders of the Company: (i) any increase in the number of Shares reserved for issuance pursuant to Stock Options granted under the Plan, other than in connection with any adjustment under Section 3.7 of this Plan; and (ii) any change in Section 3.5(h) that would permit the exercise price of Stock Options to be set at an amount less than Fair Market Value of a Share of Common Stock on the date of grant. The Board or the Committee may amend the terms and conditions of outstanding Stock Options, provided, however, that (i) no such amendment would adversely affect the holders of such Stock Options without the holders' consent, (ii) no such amendment shall change the length of the term of a Stock Option, and (iii) the amended provisions of such Stock Options would be permitted under this Plan.

3.10 WITHDRAWAL.

An Optionee may at any time elect in writing to abandon Stock Options that have not yet been exercised.

3.11 GOVERNMENT REGULATIONS.

This Plan and the grant and exercise of Stock Options hereunder and the obligations of the Company to issue and deliver Shares pursuant to such Stock Options shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies as may be required.

4. PROVISIONS APPLICABLE SOLELY TO NONQUALIFIED STOCK OPTIONS

In addition to the provisions of Section 3 above, the following paragraph shall apply to all Stock Options granted under this Plan that are not Incentive Stock Options.

4.1 METHOD OF PAYMENT OF EXERCISE PRICE AND TAXES.

The amount to be paid by the Optionee, his or her personal representative or permitted transferee upon the exercise of Nonqualified Stock Options shall be the full aggregate exercise price thereof, together with the amount of federal, state, and local income and FICA taxes required to be withheld by the Company. The Optionee, his or her personal representative, or permitted transferee may elect to pay the federal, state, or local income and FICA withholding tax in cash, by having the designated brokerage firm forward payment of such taxes to the Company from the proceeds of a cashless exercise, or by having the Company withhold Shares having a Fair Market Value at the time of exercise equal to the amount required to be withheld, such withholding to be done at the minimum tax rate required under applicable law. If Shares are to be withheld to pay required taxes, the Optionee, his or her personal representative or permitted transferee must deliver an attestation that he or she has held a number of Shares equal to the number to be withheld to pay such taxes for at least six (6) months.

5. PROVISIONS APPLICABLE SOLELY TO INCENTIVE STOCK OPTIONS

In addition to the provisions of Section 3 above, the following paragraphs shall apply to all Stock Options granted under this Plan that are Incentive Stock Options.

5.1 CONFORMANCE WITH INTERNAL REVENUE CODE.

Incentive Stock Options granted under this Plan shall conform to, be governed by, and be interpreted in accordance with the Code and any regulations promulgated thereunder as amended from time to time, including, without limitation, those provisions of Section 422 of the Code that prohibit an Incentive Stock Option by its terms to be exercisable after ten (10) years from the date that it was granted. Only Employees of the Company or of a "subsidiary corporation" within the meaning of Section 424(f) of the Code may be granted Incentive Stock Options hereunder. To the extent that Stock Options granted hereunder as Incentive Stock Options fail to conform to the foregoing requirements, such Stock Options shall be treated as Nonqualified Stock Options.

5.2 LIMITATION ON AMOUNT OF INCENTIVE STOCK OPTIONS.

The aggregate Fair Market Value of shares subject to Incentive Stock Options (determined on the date of grant) that vest in any one calendar year (under this Plan or any other plan of the Company that authorizes Incentive Stock Options) shall not exceed the maximum amount allowed in any one year by the Code in connection with the grant of Incentive Stock Options.

5.3 LIMITATION ON GRANTS TO SUBSTANTIAL SHAREHOLDERS.

An Employee may not, immediately prior to the grant of Incentive Stock Options hereunder, own stock in the Company representing more than ten percent (10%) of the voting power of all classes of stock of the Company unless the exercise price per Share specified by the Board or the Committee, as the case may be, for Incentive Stock Options granted to such an Employee is at least one hundred ten percent (110%) of the Fair Market Value of the Company's Common Stock on the date of grant and such Stock Options, by their terms, are not exercisable after the expiration of five (5) years from the date of grant. For purposes of this limitation, Section 425(d) of the Code governs the attributes of stock ownership.

6. FOREIGN EMPLOYEES OR CONSULTANTS

Without amending the Plan, the Board or the Committee may grant Stock Options to eligible Employees or Consultants who are foreign nationals on such terms and conditions not inconsistent with those specified in this Plan as may, in the judgment of the Board or the Committee, as the case may be, be necessary or desirable to foster and promote achievement of the purposes of the Plan. In furtherance of such purposes, the Board or the Committee may approve such modifications, amendments, procedures, sub-plans, and the like as may be necessary or advisable to comply with the provisions of the laws in other countries in which the Company operates or has Employees or Consultants.

7. COSTS AND EXPENSES

Except as provided herein with respect to the payment of taxes, all costs and expenses of administering the Plan shall be borne by the Company.

8. GOVERNING LAW

Except for circumstances in which Federal law governs, this Plan shall be governed by and construed in accordance with the laws of the State of Washington.

(Approved by the Compensation and Management Development Committee of the Board of Directors on October 22, 2003.)

EXHIBIT 10.2

STARBUCKS CORPORATION
AMENDED AND RESTATED 1989 STOCK OPTION PLAN
FOR
NON-EMPLOYEE DIRECTORS

As Amended and Restated Effective November 20, 2003

1. Purpose.

The purpose of the Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee directors (the "Plan") is to attract and retain the services of experienced and knowledgeable independent directors of Starbucks Corporation (the "Corporation") for the benefit of the Corporation and its shareholders and to provide an additional incentive for such directors to work for the best interest of the Corporation and its shareholders through continuing ownership of its common stock.

2. Shares Subject to the Plan.

The total number of shares of common stock, $0.001 par value per share, of the Corporation (the "Shares"), for which options may be granted under the Plan shall not exceed 5,700,000 in the aggregate, subject to adjustment hereafter in accordance with Section 13 hereof. Within the foregoing limitations, Shares subject to options granted pursuant to the Plan shall become available for the grant of additional options if the options originally granted lapse or otherwise terminate. Five million seven hundred thousand (5,700,000) of the Corporation's authorized but unissued shares are reserved for issuance pursuant to options granted under the Plan, subject to adjustment hereafter in accordance with
Section 13 hereof.

3. Administration of Plan.

The Plan shall be administered by the Board of Directors of the Corporation (the "Board"). The Board shall have the power to interpret and construe the Plan, to determine all questions arising hereunder, and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable.

4. Eligibility.

Each director of the Corporation who is not, and has not during the immediately preceding 12-month period been, an employee of the Corporation or any parent or subsidiary of the Corporation (a "Participant") shall automatically participate in the Plan.

5. Option Grants.

a. Each Participant who is elected to the Board for the first time shall automatically be granted non-qualified stock options to purchase 30,000 Shares pursuant to the Plan (the "Initial Option Grant"), with such Initial Option Grant to be documented as soon thereafter as administratively feasible. For any individual appointed to the Board after January 1, 2003, but prior to May 6, 2003, such Participant's Initial Option Grant shall occur automatically upon the adoption of this Amended Plan.

b. Each Participant who (i) is serving as a director of the Corporation on the first day of the Corporation's fiscal year (beginning September 29, 2003), and (ii) who elects to convert all or a portion of either (A) any deferred stock unit contribution made by the Corporation to the Starbucks Directors Deferred Compensation Plan, or (B) the director's cash retainer to be paid for services rendered in the future, shall, on the date the Board (or a committee appointed by the Board) grants annual stock options to the Corporation's executives, be granted non-qualified stock options to purchase the number of Shares determined pursuant to the Plan using the conversion formula specified in (d) (the "Annual Option Grant").

c. Each Participant who is (i) serving as a director of the Corporation on March 24, 2003, (ii) served at least one complete term as a director prior to March 24, 2003, and (iii) who elects to convert all or a portion of either (A) any deferred stock unit contribution made by the Corporation to the Starbucks Directors Deferred Compensation Plan, or (B) the director's cash retainer to be paid for services rendered in the future, shall, on such date in 2003 as this Amendment is approved (or as soon thereafter as administratively feasible) receive a one-time grant of non-qualified stock options to purchase the number of Shares determined pursuant to the Plan using the conversion formula specified in (d) (the "Transition Option Grant").

d. Shares to be granted under paragraphs (b) and (c) above shall be determined by (i) dividing the forgone cash retainer by the Option Exercise Price under Section 7, (ii) adding that result to the number of forgone stock units elected to be converted to options (under (b)(ii)(A) or (c)(iii)(A)), and
(iii) multiplying by three (3) to determine the number of Shares to be granted in either the Annual or Transition Option Grant.

e. In no event, however, shall the combined number of options granted to a director in any one year exceed 50,000 under (a), (b) and (c) above.

6. Option Agreement.

Each grant of options under the Plan shall be evidenced by an option grant agreement (the "Agreement") duly executed on behalf of the Corporation and by the Participant to whom such options are granted, which Agreements may but need not be identical and which shall comply with and be subject to the terms and conditions of the Plan. Any Agreement may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Board.

7. Option Exercise Price.

The option exercise price for an option granted under the Plan shall be the fair market value of a Share on the grant date. For purposes hereof, the fair market value of a Share shall be the price per Share on the National Market tier of The Nasdaq Stock Market, Inc. at the close of regular trading. The Board may designate a different time or method of determining the fair market value if appropriate because of changes in the hours and methods of trading on The Nasdaq Stock Market, Inc. If the Shares cease to be listed on The Nasdaq Stock Market, Inc., the Board shall designate an alternative exchange, stock market or method of determining the fair market value of a Share.

8. Vesting of Options.

Unless otherwise approved by action of the Board and reflected in the Agreement, or unless the option otherwise expires earlier under Section 9, Option Grants shall vest as follows:

a. Each Initial Option Grant, as referenced in Section 5a, shall vest and become exercisable annually in three installments, each equal to one third of the Initial Option Grant, commencing on the first anniversary date of grant, and the succeeding two anniversary dates thereafter.

b. Each Annual Option Grant, as referenced in Section 5b, shall vest and become exercisable in its entirety in one annual installment on the first anniversary of the date of grant.

c. Each Transition Option Grant, as referenced in Section 5c, shall vest and become exercisable in its entirety in one annual installment on the first anniversary of the date of grant.

d. All unvested options granted on or after November 20, 2003 shall vest as of the date of the Participant's death or retirement as a director of the Corporation. For purposes of this Section 8(d), "retirement" shall be deemed to have occurred with respect to any Participant who has attained the age of 55 years, has served on the Board for at least six years and has ceased to be a Board member pursuant to election by the shareholders or by voluntary resignation with the approval of the Board's chair. Any unvested options granted prior to November 20, 2003 and held by a Participant who has ceased to be a Board member for any reason, or granted on or after November 20, 2003 and held by a Participant who has ceased to be a Board member for reasons other than death or retirement, shall cease vesting and shall be forfeited.

9. Term and Expiration of Options.

Options granted under this Plan shall be evidenced by the Agreement and shall expire at and shall not be exercisable on or after the earliest of the following (a) - (e):

a. three (3) years from the date the Participant ceases to be a director of the Corporation, except as stated in paragraph (b) and (c) below;

b. 180 days after the date of the Participant's death;

c. immediately upon the Participant's removal from the Board of directors for cause as determined by the shareholders;

d. upon the expiration date specified in the Participant's Agreement; or

e. ten (10) years from the date of grant.

10. Exercise of Options.

a. A Participant desiring to exercise options granted hereunder shall notify the Company or, if the Company requires, the brokerage firm designated by the Company to facilitate exercises and sales under the Plan, specifying the number of options to be exercised and, if required by the Company, representing in form satisfactory to the Company that the Shares are being purchased for investment and not with a view to resale or distribution. The notification to the brokerage firm shall be made in accordance with procedures of such brokerage firm approved by the Company.

b. Options may be exercised by payment to the Company of the aggregate exercise price. Payment of the exercise price shall be made in cash or in accordance with procedures for a "cashless exercise" as the same shall have been established from time to time by the Company and the brokerage firm designated by the Company to facilitate exercises and sales under this Plan. Payment in shares of the Company's common stock shall be deemed to be the equivalent of payment in cash at the fair market value of those shares (described in Section 7). No such payment in shares of the Company's common stock shall be allowed when the same may, in the reasonable opinion of the Company, cause the Company to record a loss or expense as a result thereof.

11. Transferability of Options.

The right of any Participant to exercise options granted under the Plan shall not be assignable or transferable by such Participant except (i) by will or the laws of descent and distribution, or (ii) by gift or, with the consent of the Corporation, for value to immediate family members of the Participant, partnerships of which the only partners are members of the Participant's immediate family and trusts established solely for the benefit of such family members; and solely as it pertains to effecting an exercise of options transferred in accordance with this Section 11, the term Participant shall include a permitted transferee.

12. No Rights as Shareholder Until Exercise.

Neither the recipient of an option under the Plan nor such Participant's successors in interest shall have rights as a shareholder of the Corporation with respect to any Shares subject to options granted to such person until such person becomes holder of record of such Shares.

13. Adjustments Upon Changes in Capitalization.

In the event that the outstanding shares of the common stock of the Corporation are changed into or exchanged for a different number or kind of shares or other securities of the Corporation or of another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split, combination of shares, or dividend payable in capital stock, appropriate adjustment shall be made in the number and kind of shares subject to and reserved for issuance under the Plan and as to which outstanding options shall be exercisable, to the end that the proportionate interest of Participants with respect to options theretofore granted shall be maintained as before the occurrence of such event. Such adjustment in outstanding options shall be made without change in the total price applicable to the unexercised portion of such options, but with a corresponding adjustment in the exercise price per share. The Board of directors may, in its discretion, adjust proportionally or change the number of options to be granted annually to each director pursuant to Section 5 hereof in connection with the occurrence of any reorganization, merger, consolidation, recapitalization, reclassification, stock split, combination of shares, or dividend payable in capital stock.

14. Restrictions on Issue of Shares.

Anything in this Plan to the contrary notwithstanding, the Corporation may delay the issuance of Shares pursuant to the exercise of an option under the Plan and the delivery of such Shares until the following conditions shall be satisfied:

a. the Shares with respect to which options have been exercised are at the times of the issue or transfer of such Shares effectively registered under applicable federal securities laws now in force or hereafter amended; or

b. counsel for the Corporation shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such Shares are exempt from registration under applicable federal securities laws now in force or hereafter amended.

It is intended that all exercises of options shall be effective. Accordingly, the Corporation shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Corporation shall be under no obligation to cause a registration statement or a post-effective amendment to any registration statement to be prepared at its expense solely for the purpose of covering the issuance of Shares pursuant to an option granted under the Plan.

15. Purchase for Investment.

Unless the Shares to be issued upon exercise of options granted under the Plan have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Corporation shall be under no obligation to issue or transfer any Shares covered by options unless the person or persons who exercise such options gives a written representation and undertaking to the Corporation, which is satisfactory in form and scope to counsel to the Corporation and upon which, in the opinion of such counsel, the Corporation may reasonably rely, that he or she is acquiring the Shares issued or transferred to him or her for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law, and that if Shares are issued or transferred without such registration a legend to this effect may be placed upon the certificates representing the Shares.

16. Effective Date.

The effective date (the "Effective Date") of this Amended and Restated 1989 Stock Option Plan for Non-Employee directors is November 20, 2003.

17. Expenses of the Plan.

All costs and expenses of the adoption and administration of the Plan shall be borne by the Corporation and none of such expenses shall be charged to any Participant.

18. Termination and Amendment of Plan.

Unless sooner terminated as herein provided, the Plan shall terminate ten years from the Effective Date. The Board may at any time terminate the Plan or make such modification or amendment hereof as it deems advisable; provided, however, that, except as provided in Section 13, the Board may not, without the approval of the shareholders of the Corporation, increase the maximum aggregate number of shares for which options may be granted under the Plan or the number of Shares granted to any Participant each year. Termination or any modification or amendment of the Plan shall not, without the consent of a Participant, affect his or her rights under options previously granted to him or her.

EXHIBIT 10.3

STARBUCKS CORPORATION

1991 COMPANY-WIDE
STOCK OPTION PLAN

As Amended and Restated through November 20, 2003

1. Purpose.

The purpose of this Plan is to encourage ownership of the common stock of Starbucks Corporation ("the Company") by all Partners of the Company and its Subsidiaries. This Plan is intended to provide an incentive for Partners to exert their maximum efforts to achieve the successful operation of the Company and is intended to assist the Company in attracting and retaining talented personnel by providing an opportunity to benefit from the increased value of the Company, to which such Partners and new personnel have contributed. The Plan is expected to benefit the shareholders of the Company by linking the interests of the Company's Partners with those of its shareholders. The benefits of this Plan are not a substitute for compensation otherwise payable to Partners pursuant to the terms of their employment.

2. Definitions.

For purposes of the Plan:

"AGREEMENT" means the written document issued by the Company to an Optionee evidencing the grant of Options and setting forth the terms and conditions of such grant.

"BASE WAGES," with respect to an Eligible Partner, means all gross actual base pay (including any applicable shift differentials), whether paid or deferred, but not including overtime, bonuses and commissions, and shall be calculated before deductions for amounts contributed to Company benefits and/or long-term savings plans. "Base Wages" does not include deferred income at payout, any awards payable under any long-term incentive plan to be adopted by the Company, imputed income for life insurance, relocation reimbursement or similar programs. With respect to the entire Company, "Base Wages" means the total amount of Base Wages for all Eligible Partners at a particular time under the Plan.

"BOARD" means the Board of Directors of the Company.

"CHANGE IN CAPITALIZATION" means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or

debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

"CHANGE IN CONTROL" has the meaning set forth in Section 5.9 hereof.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means a committee, as described in Section 3.1, that may be appointed by the Board from time to time to administer the Plan and to perform the functions set forth herein.

"COMPANY" means Starbucks Corporation.

"DIRECTOR" means a member of the Board.

"DISABILITY" means:

(a) in the case of an Optionee whose employment with the Company or a Subsidiary is subject to the terms of an employment agreement between such Optionee and the Company or Subsidiary, which employment agreement includes a definition of "Disability," the term "Disability" as used in this Plan or any Agreement shall have the meaning set forth in such employment agreement during the period that such employment agreement remains in effect; and

(b) in all other cases, the term "Disability" as used in this Plan or any Agreement shall have the same meaning as set forth under the Company's long- term disability plan as may be amended from time to time and in the event the Company does not maintain such a plan, a physical or mental condition resulting from bodily injury, disease, or mental disorder which renders the Optionee incapable of continuing his or her usual and customary employment with the Company or Subsidiary, as the case may be.

"ELIGIBLE PARTNER" means any regular, full-time or part-time Partner who (i) was a Partner as of April 1 in the fiscal year of the Company prior to the date of the Option grant, (ii) is a Partner on the date of the Option grant, and (iii) who has been paid for at least 500 hours (which equates to approximately twenty hours per week on average) between April 1 and the last day of the prior fiscal year or between the first day of the prior fiscal year and March 31 of the fiscal year prior to the date of the Option grant. Officers and members of the Boards of Directors of the Company or its Subsidiaries shall not be eligible to participate in this Plan. In addition, none of the following individuals shall be an Eligible Partner:

(1) A Partner covered by a collective bargaining agreement, unless the collective bargaining agreement applicable to the Partner specifically provides for participation in this Plan;

(2) A leased employee;

(3) A temporary Partner as defined by the Company's human resources policy; or

(4) Individuals who are not designated as "employees" in the Company's or applicable Subsidiary's employment records. For example, individuals engaged to perform services in a relationship which the Company or Subsidiary characterizes as that of an "independent contractor" with respect to the Company or Subsidiary shall not be Eligible Partners. Individuals described in this paragraph shall not be Eligible Partners for the period they are not characterized as employees in the Company or applicable Subsidiary's employment records, even if a determination is made by the Internal Revenue Service, the United States Department of Labor, another governmental agency, a court or other tribunal that the individual is an "employee" of the Company or Subsidiary during that period, for purposes of pertinent sections of the Code or for any other purpose. An individual who has not been designated an Eligible Partner on account of this paragraph may, in the sole discretion of the Committee, be designated an Eligible Partner effective as of the date as of which the Company or applicable Subsidiary characterizes the individual as an "employee" in their employment records.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"FAIR MARKET VALUE" on any date means the closing sale price of a Share on the principal national securities exchange or stock market on which such Shares are listed or admitted to trading. If there are no quoted prices with respect to Shares for such date, the Fair Market Value shall be the closing sale price per Share on the immediately previous business day on which such quotations are available and, if the Shares are no longer publicly-traded, the Fair Market Value shall be the value established by the Board in good faith.

"OFFICER" means a Partner serving in a position of vice president or higher of the Company or its Subsidiaries.

"OPTION" means an option to purchase a Share under the Plan; no Option granted under the Plan shall be an incentive stock option within the meaning of Section 422 of the Code.

"OPTIONEE" means a person to whom an Option has been granted under the Plan.

"PARTNER" means any individual serving as an employee of the Company or any of its Subsidiaries.

"PERSON" means a natural person, company, government or political subdivision, agency or instrumentality of a government.

"PLAN" means the Starbucks Corporation 1991 Company-Wide Stock Option Plan, including any country-specific rules approved and adopted by the Board or the Committee, as such plan and country-specific rules may be amended and restated from time to time.

"RETIREMENT" means the attainment of age 55 and ten (10) years of credited service with the Company, as determined by the Board or Committee in its sole discretion.

"SHARES" means the shares of common stock, $.001 par value per share, of the Company.

"SUBSIDIARY" means any corporation or other Person, of which a majority of its voting equity securities or equity interest is owned directly or indirectly by the Company.

3. Administration.

3.1. The Plan shall be administered by the Board, provided however that the Board may appoint a Committee to administer the Plan, consisting of not less than three members of the Board.

3.2. Authority; Powers. Subject to the express terms and conditions set forth herein, the Board (or the Committee, if so appointed) shall have the power from time to time to:

(a) determine those Eligible Partners to whom Options shall be granted under the Plan, the number of Options to be granted and the terms and conditions of such Option grants, including the exercise price per Option;

(b) construe and interpret the Plan and the Options granted hereunder and to establish, amend and revoke rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Agreement, in the manner and to the extent it shall deem necessary or advisable so that the Plan complies with applicable law, and otherwise to make the Plan fully effective. All decisions and determinations by the Board or the Committee in the exercise of this power shall be final, binding and conclusive upon the Company, its Subsidiaries, the Optionees, and all other persons having any interest herein;

(c) exercise its discretion with respect to the powers and rights granted to it as set forth in the Plan;

(d) generally exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan; and

(e) delegate to an administrator or administrators those clerical and administrative functions which can be legally delegated to such administrator or administrators.

4. Stock Subject to the Plan and Maximum Grants.

4.1. Number. The number of Shares reserved for issuance pursuant to the exercise of Options granted under the Plan is 32,000,000. The maximum number of Options that an Eligible Partner may receive in any fiscal year may not exceed Options to purchase the number of Shares having an aggregate Fair Market Value on the date of grant equal to fourteen percent (14%) of such Eligible Partner's Base Wages for the previous fiscal year of the Company. No Eligible Partner shall be granted Options under this Plan that would result in such Eligible Partner receiving more than five percent (5%) of the maximum number of Shares available for issuance hereunder. Upon a Change in Capitalization, the number of Shares referred to in the first sentence of this
Section 4.1 shall be adjusted pursuant to Section 7.

4.2. Reduction of Number. Upon the granting of Options, the number of Shares available under Section 4.1 for the granting of further Options shall be reduced by the number of Shares for which such Options may be exercised.

4.3. Expired Options. Whenever any outstanding Option is canceled or is otherwise terminated for any reason without having been exercised, the Share allocable to the expired, canceled or otherwise terminated Option shall continue to be reserved for issuance under the Plan and may be the subject of new Options granted hereunder.

5. Terms and Conditions of Options.

5.1. Agreement and Date of Grant. The terms and conditions of the grant of Options to an Eligible Partner shall be set forth in an Agreement. The Board or the Committee shall determine, in its sole discretion, the date during the quarter following the end of the Company's fiscal year upon which Options are granted.

5.2. Exercise Price. The exercise price for each Option shall be 100% of the Fair Market Value of a Share on the date the Option is granted.

5.3. Vesting. Subject to Section 5.9, and unless otherwise approved by action of the Board or the Committee, each grant of Options shall vest and become exercisable in annual twenty-five percent (25%) installments commencing on the first

anniversary of the date of grant. To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Options expire. Options shall cease vesting as of the date of the Optionee's Disability or other voluntary or involuntary termination of employment with the Company or any Subsidiary; provided, however, that all Options shall vest in full as of the date of the Optionee's termination of employment due to Retirement or death.

5.4. Term. Unless otherwise provided in the applicable Agreement, each Option granted hereunder shall have a term of ten (10) years. The Committee may, subsequent to the granting of any Option, extend the term thereof, but in no event shall the term of any Option exceed ten (10) years.

5.5. Modification. No modification of an Option shall adversely alter or impair any rights or obligations under the Option without the Optionee's consent.

5.6 Non-Transferability. An Option granted hereunder shall not be transferable by the Optionee except by will or the laws of descent and distribution or pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated under the Exchange Act). An Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

5.7 Method of Exercise. An Optionee desiring to exercise options granted and exercisable hereunder shall notify the Company or, if required by the Company, the brokerage firm designated by the Company to facilitate exercises and sales under this Plan, specifying the number of Options to be exercised. The notification to the brokerage firm shall be made in accordance with procedures of such brokerage firm approved by the Company. The notification to the Company or the designated brokerage firm shall be accompanied by (i) payment of the aggregate exercise price of the Options in cash or by tender of previously-owned Shares having an aggregate Fair Market Value of at least the aggregate exercise price, or (ii) a request that the Company or the designated brokerage firm conduct a cashless exercise of the Options. Payment of the aggregate exercise price by means of tendering previously-owned Shares of the Company's common stock shall not be permitted when the same may, in the reasonable opinion of the Company, cause the Company to record a loss or expense as a result thereof.

5.8 Rights of Optionees. No Optionee shall be deemed for any purpose to be the owner of any Shares subject to any Options unless and until
(i) the Options shall have been exercised pursuant to the terms thereof, and
(ii) the Company shall have issued and delivered Shares to or for the account of the Optionee. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such Shares. Nothing in this Plan should be construed to provide any Partner with any

right to receive an Option under this Plan, irrespective of whether the Partner may or may not be an Eligible Partner.

5.9 Effect of Change in Control. In the event of a Change in Control, all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable and shall remain exercisable in accordance with Section 6.2. A "Change in Control" means the occurrence during the term of the Plan of:

(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any Person (as the term Person is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the then outstanding Shares or the combined voting power of the Company's then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Shares or Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control.

A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any Subsidiary, (ii) the Company or its Subsidiaries, or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);

(b) Cessation for any reason of the individuals who are members of the Board as of August 28, 2000 (the "Incumbent Board") to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination for election by the Company's common shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c) The consummation of:

(i) A merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, unless such merger, consolidation or reorganization is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued where:

(A) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization,

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation directly or indirectly beneficially owning a majority of the Voting Securities of the Surviving Corporation, and

(C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company or any Subsidiary, or (iv) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding Voting Securities or Shares, has Beneficial Ownership of twenty-five percent (25%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities or its common stock.

(ii) A complete liquidation or dissolution of the Company; or

(iii) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the

proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities which increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

Section 5.9 set forth above applies to any Option granted or Change in Control occurring after June 4, 1998; provided, however, that in the event that the adoption of Section 5.9 as set forth above is considered to be an alteration of equity interests in contemplation of a pooling of interests transaction, the adoption of Section 5.9 shall be automatically rescinded. Upon the rescission of the adoption of Section 5.9 set forth above, the effect of a merger, consolidation, tender offer or takeover bid shall be governed by the terms of Section 2.6 of the Plan in effect prior to June 4, 1998.

6. Effect of a Termination of Employment.

6.1. Board or Committee Discretion. The Agreement evidencing the grant of each Option may set forth the terms and conditions applicable to such Option upon a termination or change in the status of the employment of the Optionee by the Company, or a Subsidiary (including a termination or change by reason of the sale of a Subsidiary), which shall be as the Board or Committee may, in its discretion, determine at the time the Option is granted or thereafter.

6.2. Default Provisions. Unless otherwise provided in the applicable Agreement pursuant to the Board or Committee's authority as set forth in Section 6.1, any Option granted pursuant to this Plan shall expire at the earliest of the following:

(i) the date specified in the Option;

(ii) ninety (90) days after the date of voluntary or involuntary termination of Optionee's employment other than a termination as described in (iii), (iv) or (v) below;

(iii) on the date of the discharge of the Optionee for misconduct that is willfully or wantonly harmful to the Company;

(iv) twelve (12) months after the date of the Optionee's death or termination due to Disability; or

(v) thirty six (36) months after the date of termination of the Optionee's employment due to Retirement.

7. Adjustment Upon Changes in Capitalization.

7.1. Adjustment. In the event of a Change in Capitalization, the Board or the Committee, as appropriate, shall conclusively determine the appropriate adjustments, if any, to (i) the number of Shares reserved for issuance pursuant to the exercise of Options under the Plan, (ii) the maximum number of Shares with respect to which Options may be granted to any Eligible Partner during the term of the Plan, and (iii) the number of Shares which are subject to outstanding Options granted under the Plan and the exercise price therefor (if applicable).

7.2. No Fractional Shares. If any adjustment under Section 7.1 hereof results in an obligation of the Company to issue a fractional Share, the number of Shares to be issued shall be rounded to the nearest whole number. Under no circumstances shall the Company be obligated to issue and fractional Shares pursuant to the exercise of Options under this Plan.

8. Termination and Amendment of the Plan.

The Plan shall terminate on August 28, 2010 and no Option may be granted thereafter. Subject to Section 5.5, the Board or the Committee may terminate the Plan prior to the day set forth above and the Board or the Committee, may at any time and from time to time amend, modify or suspend the Plan and all administrative rules, regulations and practices; provided, however, that:

(a) no such amendment, modification, suspension or termination shall impair or adversely alter any Options theretofore granted under the Plan, except with the consent of the Optionee, nor shall any amendment, modification, suspension or termination deprive any Optionee of any Shares that he or she may have acquired through or as a result of the Plan; and

(b) to the extent necessary under applicable law, no amendment shall be effective unless approved by the shareholders of the Company in accordance with applicable law.

9. Non-Exclusivity of the Plan.

The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

10. Limitation of Liability.

As illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:

(a) give any person any right to be granted an Option other than at the sole discretion of the Board or the Committee;

(b) give any person any rights whatsoever with respect to Shares except as specifically provided in the Plan and any applicable Agreement;

(c) limit in any way the right of the Company or any Subsidiary to terminate the employment of any person at any time; or

(d) be evidence of any agreement or understanding, expressed or implied, that the Company will employ any person at any particular rate of compensation or for any particular period of time.

11. Regulations and Other Approvals; Governing Law.

11.1. State Law. Except as to matters of federal law, the Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Washington without giving effect to conflicts of laws principles thereof.

11.2. Applicable Laws and Regulations. The obligation of the Company to issue Shares upon the exercise of Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board or the Committee.

11.3. Compliance. The Board or the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority.

12. Foreign Eligible Partners.

Without amending the Plan, the Board or the Committee may grant Options to Eligible Partners who are foreign nationals on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or advisable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Board or the Committee may make such modifications, amendments, procedures, subplans, and the like as may be necessary or advisable to comply with the provisions of the laws in other countries in which the Company or its Subsidiaries operate or have employees.

13. Miscellaneous.

13.1. Multiple Option Grants. The terms of each Option grant may differ from other Options granted under the Plan at another time. The Committee may

also make more than one grant of Options to a given Eligible Partner during the term of the Plan.

13.2. Withholding of Taxes. At such time as an Optionee recognizes taxable income in connection with the receipt of Shares or receives cash in connection with the sale of Shares acquired pursuant to the exercise of Options under the Plan (a "Taxable Event"), the Optionee shall pay to the Company an amount equal to the federal, state and local (including applicable local country) taxes required to be withheld by the Company in connection with the Taxable Event (the "Withholding Taxes") prior to the issuance of such Shares or the payment of such cash. The Company shall have the right to deduct from any payment of cash to an Optionee an amount equal to the Withholding Taxes in satisfaction of the obligation to pay Withholding Taxes. In satisfaction of the obligation to pay Withholding Taxes to the Company, the Optionee may elect to have a portion of the Shares then issuable to him or her having an aggregate Fair Market Value on the date of exercise equal to or greater than the Withholding Taxes withheld by the Company. If Shares are to be withheld to pay required Withholding Taxes, the Optionee, his or her personal representative or permitted transferee must deliver an attestation that he or she has held a number of Shares equal to the number to be withheld to pay such Withholding Taxes for at least six (6) months.

(Approved by the Compensation and Management Development Committee of the Board of Directors on October 22, 2003.)

EXHIBIT 10.3.1
STARBUCKS CORPORATION

1991 COMPANY-WIDE

STOCK OPTION PLAN:

RULES OF THE UK SUB-PLAN

Adopted by a resolution of the Compensation Committee of the Board on September 28, 1999 and amended on August 28, 2000, August 5, 2002 and November 20, 2003

2        DEFINITIONS

2.1      Where the context so admits, the definitions in the Main Plan also
         apply to these Rules. In addition, in these Rules:

         "Associated Company"       has the same meaning as in paragraph 35 of
                                    Schedule 4.

         "Company"                  means Starbucks Corporation, incorporated
                                    under the laws of the State of Washington,
                                    USA, whose principal office is at 2401 Utah
                                    Avenue South, Seattle, WA 98134, USA by
                                    whatever name known from time to time.

         "Control"                  has the same meaning as in Section 840 of
                                    the UK Act.

         "Exchange  Rate"           for any day means the average of the buying
                                    and the selling prices Pounds Sterling for
                                    US Dollar spot rates at close for that day,
                                    as quoted by the Financial Times newspaper
                                    (or a similar publication selected by the
                                    Committee).

         "Group"                    means the Company and any other companies of
                                    which the Company has Control and "member of
                                    the Group" shall be construed accordingly.

         "Inland Revenue"           means the Board of Inland Revenue of the
                                    United Kingdom.

         "ITEPA"                    means the Income Tax (Earnings and Pensions)
                                    Act 2003.

         "Key Feature"              means a provision of the UK Sub-Plan which
                                    is necessary to meet

                                                                               1

                                    the requirements of Schedule 4.

         "Main Plan"                means the Starbucks Corporation 1991
                                    Company-Wide Stock Option Plan as amended
                                    and restated by shareholders on June 4,
                                    1998, and as from time to time further
                                    amended.

         "Market Value"             means, on any date, the regular trading
                                    session closing price of a share as reported
                                    by The Nasdaq Stock Market, Inc. provided
                                    that Inland Revenue Shares Valuation has
                                    agreed to this in advance, or otherwise the
                                    market value of a share determined in
                                    accordance with the provision of Part VIII
                                    of the United Kingdom Taxation of Chargeable
                                    Gains Act 1992 and agreed for the purposes
                                    of the UK Sub-Plan with Inland Revenue
                                    Shares Valuation on or before that date.

         "Qualifying Partner"       means any employee of a member of the Group
                                    who is not a director or officer, provided
                                    that to be a Qualifying Partner such
                                    employee must be resident and ordinarily
                                    resident in the United Kingdom.
                                    Notwithstanding any provision to the
                                    contrary herein, a Qualifying Partner shall
                                    not be subject to Sub-Sections (iii) and (3)
                                    of the definition of an Eligible Partner in
                                    Section 2 of the Main Plan.

         "Schedule 4"               means Schedule 4 to ITEPA 2003.

         "Shares"                   means the shares of common stock, $.001 par
                                    value per share, of the Company.

         "Subsisting Option"        means an option which has neither lapsed nor
                                    been exercised.

         "UK Act"                   means the United Kingdom Income and
                                    Corporation Taxes Act 1988.

         "UK Approved Option"       means an option to acquire Shares granted
                                    under the UK Sub-Plan.

         "UK Sub-Plan"              means the UK Sub-Plan of the Main Plan
                                    established by these Rules, as from time to
                                    time amended.

2.2 Where the context so admits, any reference in these Rules:

         a.       to the singular number shall be construed as if it referred
                  also to the plural number and vice versa;

         b.       to the masculine gender shall be construed as if it referred
                  also to the feminine gender; and

         c.       to a statute or statutory provision shall be construed as if
                  it referred also to that statute or statutory provision as for
                  the time being modified, extended or re-enacted.

2.3      The headings in these Rules are for convenience only and shall not
         affect their construction.

3        GRANT OF OPTIONS

3.1      No UK Approved Option shall be granted to any person who is not a
         Qualifying Partner on the date of grant or who is precluded from
         participating in the UK Sub-Plan by paragraph 9 of Schedule 4.

3.2      No UK Approved Option shall be granted over Shares which do not satisfy
         the conditions specified in paragraphs 16 to 20 inclusive of Schedule
         4.

3.3      The exercise price per Share for a UK Approved Option shall not be less
         than 100% of the Market Value of a Share on the date the Option is
         granted.

3.4      Any UK Approved Option granted to a Qualifying Partner on any date
         shall be limited and take effect so that the aggregate Market Value of
         the Shares subject to that option and any other shares subject to
         Subsisting Options granted to him under the UK Sub-Plan or any other
         scheme approved under Schedule 4 and established by the Company or any
         Associated Company of the Company does not exceed or further exceed the
         limit in paragraph 6 of Schedule 4. For the purpose of this Rule 3.4,
         the Market Value of Shares shall be calculated as at the time the
         options in relation to those shares were granted or at such earlier
         time or times as may have been agreed in writing with the Inland
         Revenue and, where relevant, shall be converted into Pounds Sterling at
         the Exchange Rate.

3.5      Notwithstanding the definition of an Eligible Partner in the Main Plan
         or any provision to the contrary in this UK Sub-Plan, the Company shall
         not be obligated to grant fewer than 15 UK Approved Options.

4        EXERCISE OF OPTIONS

4.1      An Optionee may not exercise a UK Approved Option at any time when he
         is precluded from participating in the UK Sub-Plan by paragraph 9 of
         Schedule 4.
                                                                               3

4.2      No UK Approved Option may be exercised unless the Shares which may be
         acquired on such exercise satisfy the conditions specified in
         paragraphs 16 to 20 inclusive of Schedule 4.

4.3      The exercise price for the Shares as to which a UK Approved Option is
         exercised shall be paid in cash. No Shares acquired on exercise of a UK
         Approved Option may be paid for by tender of previously-owned Shares.

4.4      Shares shall be delivered upon the exercise of a UK Approved Option
         within 30 days of the exercise date.


4.5      In the event of the death of an Optionee, a UK Approved Option may only
         be exercised by the Optionee's legal personal representatives and may
         not be exercised more than one year after the date of his death.

4.6      Where a UK Approved Option is exercised on termination of employment by
         the Optionee due to:

         a.       Retirement, as defined in Section 2 of the Main Plan; or

         b.       retirement, and

         the retirement age specified in the Sub-Plan (for the purpose of
         section 524 of ITEPA and paragraph 35A of Schedule 4) is 55 or more.

5        CHANGE OF CONTROL

5.1      Subject to Rules 5.3, 5.4 and 5.5 if a company (the "Acquirer"):

         a. obtains Control of the Company as a result of making:

                   -       a general offer to acquire the whole of the issued
                           Common Stock of the Company, which is made on a
                           condition such that if it is satisfied the Acquirer
                           will have such Control; or

- a general offer to acquire all the Shares; or

b. obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under Section 425 of the United Kingdom Companies Act 1985 or Article 418 of the Companies (Northern Ireland) Order 1986; or

c. becomes bound or entitled to acquire shares in the Company under Sections 428 to 430 of the said Act of 1985 or Articles 421 to 423 of the said Order of 1986

an Optionee may, by agreement with the Acquirer, at any time within the Appropriate Period, release his rights under his UK Approved Option ("Old Rights") in consideration of the grant to him of rights ("New Rights") which are equivalent to the Old Rights but relate to shares in the Acquirer or some other company falling within paragraphs 16 (b) or
(c) of Schedule 4.

5.2 In Rule 5.1, "Appropriate Period" means:

a. in a case falling within paragraph a, the period of six months beginning with the time when the Acquirer has obtained Control of the Company and any condition subject to which the offer is made is satisfied;

b. in a case falling within paragraph b, the period of six months beginning with the time when the court sanctions the compromise or arrangement; and

c. in a case falling within paragraph c, the period during which the Acquirer remains bound or entitled as mentioned in that paragraph.

5.3 For the purposes of this Rule 5, references to Sections 425 and 428 to 430 of the Companies Act 1985 and Articles 418 and 421 to 423 of the Companies (Northern Ireland) Order 1986 shall be construed, where the relevant event occurs in a jurisdiction other than that of the United Kingdom, as being references to similar legislation acceptable to the Inland Revenue.

5.4 The New Rights shall not be regarded for the purpose of Rule 5.1 as equivalent to the Old Rights unless:

a. the shares to which the New Rights relate satisfy the conditions specified in paragraphs 16 to 20 inclusive of Schedule 4;

b. the total Market Value, immediately before the release, of the Shares which were subject to the Old Rights is equal to the total Market Value, immediately after the grant, of the shares in respect of which the New Rights are granted;

c. the total amount payable by the Optionee for the acquisition of shares on complete exercise of the New Rights is equal to the total amount which would have been payable for the acquisition of Shares on complete exercise of the Old Rights; and

d. the New Rights will be exercisable in the same manner as the Old Rights and subject to the provisions of the UK Sub-Plan as it had effect immediately before the release of the Old Rights, except that the term "Shares" shall mean the shares to which the New Rights relate and the term "Company" shall mean the company of which those shares form part of the share capital.

5.5      Rights may only be released under Rule 5.1 at a time when the relevant
         UK Approved Option is exercisable pursuant to Section 5.9 of the Main
         Plan.

6        ADJUSTMENT OF OPTIONS

6.1      No adjustment shall be made to a UK Approved Option, under Section 7 of
         the Main Plan, except for variation in the share capital of the Company
         by way of capitalisation or rights issue, consolidation, subdivision or
         reduction of capital or otherwise.

6.2      No adjustment to a UK Approved Option, under Section 7 of the Main
         Plan, shall take effect until it has been approved by the Inland
         Revenue.

7        AMENDMENT OF THE UK SUB-PLAN

         No amendment to a Key Feature which is made to these Rules or to any of
         the provisions of the Main Plan which affect options granted under the
         UK Sub-Plan shall be applicable to UK Approved Options until it has
         been approved by the Inland Revenue.

(Approved by the Compensation and Management Development Committee of the Board of Directors on October 22, 2003.)

EXHIBIT 10.9

RULES OF THE
STARBUCKS CORPORATION
UK SHARE SAVE PLAN

Adopted by the Board of Directors of Starbucks Corporation on 14 September 1999
Amended on 5 August 2002
Approved by the Inland Revenue 5 August 2002 under reference SRS 2363

1        DEFINITIONS

1.1      In these Rules the following words and expressions shall have the
         following meanings:

'Act'                      the Income and Corporation Taxes Act 1988

'Adoption Date'            the date on which the Plan was adopted by the Board.

'Appropriate Period'       the meaning given in paragraph 15(2) of Schedule 9.

'Associated Company'       the meaning that the expression bears in paragraph 23
                           of Schedule 9 by virtue of Section 187(2) of the Act.

'Board'                    the board of directors of the Company or a duly
                           constituted committee thereof.

'Bonus'                    the terminal bonus payable to an Option holder under
                           the Savings Contract after completing the payment of
                           36 monthly contributions.

'Bonus Date'               the earliest date on which the Bonus is payable.

'Company'                  Starbucks Corporation incorporated under the laws of
                           the State of Washington, USA, whose principal office
                           is at 2401 Utah Avenue South, Seattle, WA 98134, USA
                           by whatever name known from time to time.

'Control'                  has the same meaning as in Section 840 of the Act.

'Date of Grant'            the date on which an application for an Option is
                           accepted by the Company in accordance with Rule 4.

'Eligible Employee'        for an invitation pursuant to Rule 2, any
                           Employee who was an Employee on the Qualifying Date
                           for that invitation who is chargeable to tax in
                           respect of his office or employment under Case I of
                           Schedule E.

'Employee'                 subject to Rule 6.3, any employee or director of any
                           Participating Company.

'Market Value'             on any day the regular trading session closing price
                           of a Share as reported

                                       1

                           by the Nasdaq Stock Market, Inc. provided that Inland
                           Revenue Shares Valuation has agreed to this in
                           advance, or otherwise the market value of a Share
                           determined in accordance with the provisions of Part
                           VIII of the Taxation of Chargeable Gains Act 1992 and
                           agreed on or before that day for the purposes of the
                           Plan with Inland Revenue Shares Valuation.

'Option'                   a right to acquire Shares granted (or to be granted)
                           in accordance with these Rules.

'Participating Companies'  any company which is both under the Control of the
                           Company and a subsidiary of the Company within the
                           meaning of Section 736 of the Companies Act 1985 and
                           which has been nominated by the Board as a
                           Participating Company.

'Plan'                     the savings-related share option scheme constituted
                           and governed by these Rules as from time to time
                           amended.

'Qualifying Date'          For any invitation pursuant to Rule 2, such
                           date as is determined by the Board, which shall be no
                           earlier than six months before the date when the
                           invitation is sent.

'Savings Contract'         a contract under a certified contractual
                           savings scheme, within the meaning of Section 326 of
                           the Act, and which has been approved by the Inland
                           Revenue for the purposes of Schedule 9.

'Schedule 9'               Schedule 9 to the Act.

'Share'                    a share of common stock of the Company which
                           satisfies the conditions specified in paragraphs 10
                           to 14 inclusive of Schedule 9.

'Specified Age'            Age 60.

'Subscription              Price' Subject to Rule 8, the price in UK Pounds at
                           which each Share subject to an Option may be acquired
                           on the exercise of that Option as determined by the

Board, being not less than the higher of:

i the par value of a Share, or

                           ii       85% of the Market Value of a Share on the
                                    trading day immediately preceding the Date
                                    of Grant.

'Subsisting Option'        an Option which has neither lapsed nor been
                           exercised.

1.2      Interpretations

         In these Rules, except in so far as the context otherwise requires:

         i        words denoting the singular shall include the plural and vice
                  versa

         ii       words denoting the masculine gender shall include the feminine
                  gender

         iii      reference to any enactment shall be construed as a reference
                  to that enactment as from time to time amended, extended or
                  re-enacted.

1.3      Employee rights

         Participation by an Employee in the Plan shall not form part of his
         terms and conditions of employment nor entitle him to any continued
         employment nor additional compensation nor damages on account of
         termination of employment for any reason.

1.4      Governing law

         The Plan is established under the provisions of the Act and shall in
         all respects be interpreted in accordance with the Law of England and
         Wales.

2        INVITATIONS TO APPLY FOR OPTIONS

2.1      On up to four occasions in each calendar year, the Board may invite all
         Eligible Employees to apply for the grant of an Option.

2.2      Each invitation shall specify:

         i        the date, being not less than 14 days after the issue of the
                  invitation, by which applications must be made

         ii       the manner in which the Subscription Price at which Shares may
                  be acquired on the exercise of any Option granted in response
                  to an application will be determined, and

         iii      the maximum permitted monthly savings contribution for that
                  invitation, being the lesser of the maximum specified in
                  paragraph 24 of Schedule 9 and such sum (being a multiple of
                  (pound)1 and not less than (pound)5) as the Board decides
                  shall apply to every Eligible Employee in respect of that
                  invitation, and

         iv       the maximum permitted aggregate monthly savings contribution
                  under all Savings Contracts, being the maximum specified in
                  paragraph 24 of Schedule 9, and

         v        the Date of Grant in respect of that invitation.

2.3      Each invitation shall be accompanied by a proposal form for a Savings
         Contract and an application form which shall provide for the applicant
         to state:

         i        the monthly savings contribution (being a multiple of (pound)1
                  and not less than (pound)5) which he wishes to make under the
                  Savings Contract

         ii       that his proposed monthly savings contribution will not exceed
                  the maximum permitted monthly savings contributions specified
                  for that invitation

         iii      that his proposed monthly savings contribution, when added to
                  any monthly savings contributions then being made under any
                  other Savings Contract linked to an option granted under the
                  Plan or any other savings-related share option scheme approved
                  under Schedule 9, will not exceed the maximum permitted
                  aggregate monthly savings contributions specified in paragraph
                  24 of Schedule 9

         iv       an authorisation for the Board or an officer of the Company
                  appointed by the Board to enter on the Savings Contract
                  proposal form such monthly savings contribution, not exceeding
                  the maximum stated on the application form, as shall be
                  determined pursuant to Rule 3 below.

2.4      Each application shall be deemed to be for an Option over the largest
         whole number of Shares which can be bought at the Subscription Price
         with the expected repayment under the related Savings Contract at the
         Bonus Date.

3        SCALING DOWN

3.1      If the Board receives valid applications for Options over an aggregate
         number of Shares which exceeds the limit determined pursuant to Rule
         5.1 below in respect of that invitation, then the following steps shall
         be carried out successively to the extent necessary to eliminate the
         excess:

         i        the excess over (pound)5 of the monthly savings contribution
                  chosen by each applicant shall be reduced pro rata to the
                  extent necessary, then

         ii       each election for the Bonus to be included in the repayment
                  under the Savings Contract shall be deemed to be an election
                  for no Bonus to be so included, then

         iii      applications will be selected by lot, each based on a monthly
                  savings contribution of (pound)5 and the inclusion of no Bonus
                  in the repayment under the Savings Contract.

3.2      Each application shall be deemed to have been modified or withdrawn in
         accordance with the application of the foregoing provisions and the
         Board or an officer of the Company appointed by the Board shall
         complete each Savings Contract proposal form to reflect any reduction
         in monthly savings contributions resulting therefrom.

                                       4

4        GRANT OF OPTIONS

4.1      On a single day no later than the thirtieth day or, if Rule 3 applies,
         forty-second day following the day on which invitations were issued
         pursuant to Rule 2 the Board shall:

         i        accept all the applications from each applicant who is still
                  an Eligible Employee and is not precluded from participation
                  in the Plan by virtue of Paragraph 8 of Schedule 9; and

         ii       determine the number of Shares for which, pursuant to Rule 2.4
                  and subject to Rule 3, he is deemed to have applied; and

         iii      grant an Option to each such applicant over the relevant
                  number of Shares.

4.2      As soon as possible after Options have been granted the Company shall
         issue an option certificate in respect of each Option in such form, not
         inconsistent with these Rules, as the Board may determine.

4.3      No Option may be transferred, assigned or charged and any purported
         transfer, assignment or charge shall cause the Option to lapse
         forthwith. Each option certificate shall carry a statement to this
         effect.

5        LIMITATIONS ON GRANTS

5.1      The Company may, before the Board issues invitations on any occasion,
         determine a limit on the number of Shares which are to be available in
         respect of that invitation in order to ensure that Shares remain
         available for subsequent invitations.

5.2      No Option shall be granted to an Eligible Employee if the monthly
         savings contribution under the related Savings Contract, when added to
         the monthly savings contributions then being made under any other
         Savings Contract, would exceed the maximum specified in Paragraph 24 of
         Schedule 9.

6        EXERCISE OF OPTIONS

6.1      Subject to Rule 9 below, any Subsisting Option may be exercised in
         whole or in part at any time following the earliest of the following
         events:

         i        the relevant Bonus Date if, on the day of exercise, the Option
                  holder is an Employee

ii the death of the Option holder

iii the Option holder ceasing to be an Employee by reason of injury, disability, redundancy within the meaning of the Employment Rights Act 1996 or retirement on reaching the Specified Age or any other age at which he is bound to retire in accordance with the terms of his contract of employment

iv the Option holder ceasing to be an Employee by reason only that:

a. his office or employment is in a company of which the Company ceases to have Control, or

                  b.       his office or employment relates to a business or
                           part of a business which is transferred to a person
                           who is neither an Associated Company of the Company
                           nor a company of which the Company has Control

         v        the relevant Bonus Date, where an Option holder holds an
                  office or employment in a company which is not a Participating
                  Company but which is:

                  a.       an Associated Company of the Company, or

                  b.       a company of which the Company has Control.

6.2      An Option shall lapse on the earliest of the following events:

         i        except where the Option holder has died, the expiry of six
                  months following the Bonus Date

         ii       where the Option holder has died during the six months
                  following the Bonus Date, the first anniversary of the Bonus
                  Date

         iii      where the Option holder has died before the Bonus Date, the
                  first anniversary of his death

         iv       unless the Option holder has died, the expiry of six months
                  after the Option has become exercisable by virtue of Paragraph
                  (iii) of Rule 6.1

         v        the expiry of six months after the Option has become
                  exercisable by virtue of Paragraph (iv) of Rule 6.1

         vi       the expiry of any period during which the Option may be
                  exercised in accordance with Rule 7

         vii      the Option holder ceasing to be an Employee in circumstances
                  in which the Option does not become exercisable

         viii     the Option holder being adjudicated bankrupt.

6.3      No person shall be treated for the purposes of this Rule 6 as ceasing
         to be an Employee until he is no longer employed by the Company, any
         Associated Company of the Company or a company of which the Company has
         Control.

6.4      If an Option holder continues to be employed by a Participating Company
         after the date on which he reaches the Specified Age, he may exercise
         any Subsisting Option within six months following that date.

7        TAKEOVERS, RECONSTRUCTIONS AND LIQUIDATIONS

7.1      If any person obtains Control of the Company as a result of making:

         i        a general offer to acquire the whole of the issued ordinary
                  share capital of the Company which is made on a condition such
                  that if it is satisfied the person making the offer will have
                  Control of the Company, or

ii a general offer to acquire all the shares in the Company which are of the same class as the Shares

then any Subsisting Option may be exercised within six months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

7.2 If under Section 425 of the Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, any Subsisting Option may be exercised within six months of the Court sanctioning the compromise or arrangement.

7.3 If any person becomes bound or entitled to acquire shares in the Company under Sections 428 to 430 of the said Act of 1985 any Subsisting Option may be exercised at any time when the person remains so bound or entitled.

7.4 If as a result of the events specified in Rules 7.1 or 7.2 a company has obtained Control of the Company, or if a company has become bound or entitled as mentioned in Rule 7.3, the Option holder may, by agreement with that other company (the 'Acquiring Company'), within the Appropriate Period, release his rights under each Subsisting Option (the 'Old Option') in consideration of the grant to him of an option (the 'New Option') which satisfies the conditions that it:

i is over shares in the Acquiring Company, or some other company falling within paragraph (b) or paragraph (c) of paragraph 10 of Schedule 9, which satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9

ii is a right to acquire such number of such shares as has on acquisition of the New Option an aggregate value equal to the aggregate Market Value of the Shares subject to the Old Option on its release

iii has a subscription price per share such that the aggregate price payable on the complete exercise equals the aggregate price which would have been payable on complete exercise of the Old Option

iv is otherwise identical in terms to the Old Option.

The New Option shall, for all other purposes of the Plan, be treated as having been acquired at the same time as the Old Option.

Where any New Options are granted pursuant to this Rule 7.4, Rules 7, 8, 9, 10.1 and 10.3 to 10.5 shall, in relation to the New Options, be construed as if references to the Company and to the Shares were references to the Acquiring Company or, as the case may be, to the other company to whose shares the New Options relate, and to the shares in that other company, but references to Participating Company shall continue to be construed as if references to the Company were references to Starbucks Corporation.

7.5      If the Company passes a resolution for voluntary winding up, any
         Subsisting Option may be exercised within six months of the passing of
         the resolution.

7.6      For the purposes of this Rule 7, other than Rule 7.4, a person shall be
         deemed to have obtained Control of the Company if he and others acting
         in concert with him have together obtained Control of it.

7.7      The exercise of an Option pursuant to the preceding provisions of this
         Rule 7 shall be subject to the provisions of Rule 9 below.

7.8      Where in accordance with Rule 7.4 Subsisting Options are released and
         New Options granted the New Options shall not be exercisable in
         accordance with Rules 7.1, 7.2 and 7.3 above by virtue of the event by
         reason of which the New Options were granted.

7.9      For the purposes of this Rule 7 references in Rules 7.2, 7.3 and, by
         extension, 7.4 to Sections 425 and 428 to 430 of the Companies Act 1985
         shall be construed, where the relevant event occurs in a jurisdiction
         other than that of the United Kingdom, as being references to similar
         legislation acceptable to the Inland Revenue.

8        VARIATION OF SHARE CAPITAL

         In the event of any variation in the share capital of the Company by
         way of capitalisation or rights issue or any consolidation,
         sub-division or reduction or otherwise, the number of Shares subject to
         an Option and the Subscription Price for each of those Shares shall be
         adjusted in such manner as the Board confirms to be fair and reasonable
         provided that:

         i        the aggregate amount payable on the exercise of an Option in
                  full is neither materially changed nor increased beyond the
                  expected repayment under the Savings Contract at the
                  appropriate Bonus Date

         ii       the Subscription Price for a Share is not reduced below its
                  par value

         iii      no adjustment shall be made without the prior approval of the
                  Inland Revenue, and

         iv       following the adjustment the Shares continue to satisfy the
                  conditions specified in Paragraphs 10 to 14 inclusive of
                  Schedule 9.

9        MANNER OF EXERCISE OF OPTIONS

9.1      No Option may be exercised by an individual at any time when he is, or
         by the personal representatives of an individual who at the date of his
         death was, precluded by paragraph 8 of Schedule 9 from participating in
         the Plan.

9.2      No Option may be exercised at any time when the shares which may be
         acquired thereby are not Shares as defined in Rule 1.1.

9.3      An Option may only be exercised over the number of Shares which may be
         purchased with the sum obtained by way of repayment under the related
         Savings Contract.

                                       8

9.4      An Option shall be exercised by the Option holder, or as the case may
         be his personal representatives, giving notice to the Company in
         writing. The notice will state the number of Shares in respect of which
         he wishes to exercise the Option and be accompanied by the appropriate
         payment (which shall not exceed the sum obtained by way of repayment
         under the related Savings Contract) and the relevant option
         certificate. The notice will be effective on the date of its receipt by
         the Company.

9.5      Shares shall be transferred pursuant to a notice of exercise within 30
         days of the date of exercise. Save for any rights determined by
         reference to a date prior to the date of transfer, such Shares shall
         rank pari passu with the other Shares of the same class in issue at
         that date of transfer.

9.6      When an Option is exercised only in part, it shall lapse to the extent
         of the unexercised balance.

9.7      For the purposes of Rules 9.3 and 9.4 above, any repayment under the
         Savings Contract shall exclude the repayment of any contribution the
         due date for payment of which falls more than one month after the date
         on which repayment is made.

10       ADMINISTRATION AND AMENDMENT

10.1     The Plan shall be administered by the Board and its decisions on all
         disputes shall be final.

10.2     The Board may from time to time amend these Rules provided that:

         i        no amendment may materially affect an Option holder as regards
                  an Option granted prior to the amendment being made

         ii       no amendment shall have effect until approved by the Inland
                  Revenue.

10.3     The cost of establishing and operating the Plan shall be borne by the
         Participating Companies in such proportions as the Board shall
         determine.

10.4     Any notice or other communication, under or in connection with the
         Plan, may be given by the Company either personally or by post and to
         the Company either personally or by post. Items sent by post shall be
         pre-paid and shall be deemed to have been received 72 hours after
         posting.

10.5     The Company shall at all times keep available sufficient Shares to
         satisfy to the fullest extent still possible the exercise of all
         Options which have neither lapsed nor been fully exercised.

EXHIBIT 10.10

STARBUCKS CORPORATION

DIRECTORS DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED
EFFECTIVE SEPTEMBER 29, 2003

ARTICLE I

TITLE, PURPOSE, EFFECTIVE DATE and DEFINITIONS

1.01 Title. This plan shall be known as the Starbucks Corporation Directors Deferred Compensation Plan, and any reference in this instrument to the "Plan" shall include the plan as described herein and as amended from time to time.

1.02 Purpose. The Plan is intended to constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for members of the Board of Starbucks Corporation, a Washington corporation, and its affiliates ("Company"), within the meaning of Sections 201(2), 301(a)(3) and 401(a)(4) of the Employee Retirement Income Security Act of 1974 ("ERISA").

1.03 Effective Date. The Effective Date of this amended and restated Plan shall be September 29, 2003. The Plan was previously amended and restated effective May 7, 2003.

1.04 Definitions.

a. "Board" means the board of directors of Starbucks Corporation.

b. "Code" means the Internal Revenue Code of 1986, as amended.

c. "Committee" means the Nominating and Corporate Governance Committee of the Board.

d. The "Option Plan" means the Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee Directors, and any successor thereto.

e. The "Plan Year" means the fiscal year of the Company.

ARTICLE II

ELIGIBILITY

2.01 Participation. A Board member becomes a "Participant" in the Plan when he or she elects to defer a portion of his or her director fees pursuant to the terms of the Plan and Article III. A Board member remains a Participant as long as he or she has a Bookkeeping Account balance that has not yet been entirely distributed.

2.02 Time of Eligibility. A Board member shall be eligible to participate in the Plan upon the earlier: (i) for Board members who completed at least one complete term as a director prior to March 24, 2003, the first business day of the month following the Effective Date

of this Plan; or (ii) the first day of the Company's fiscal year following the fiscal year in which he or she became a Board member. Subject to the provisions of the Plan, all Board members will be eligible to defer compensation and receive benefits at the time and in the manner provided hereunder.

ARTICLE III

DEFERRAL OF FEES

3.01 Deferral Elections. Upon becoming eligible to be a Participant under Section 2.01, and for any Plan Year thereafter, a Board member must complete, sign and return a Deferral Election Agreement to the Company's Stock Administration Department ("Stock Administration") on or before the applicable Election Date.

a. Deferral Election. As used in this Plan, the term "Deferral Election" means the written form of agreement prescribed by the Committee, and developed in conjunction with Stock Administration, and which indicates the portion of Participant's director fees he or she elects to defer for any Plan Year, and applies only with respect to fees to be earned in periods after the date of such election and to such forms of fees as the Company designates as eligible for deferral. In the case of an initial Deferral Election only, such agreement shall also indicate directions with respect to the form of distribution selected by the Participant. No Deferral Election shall be effective until approved by the Company.

b. Election Date. The "Election Date" is the date by which a Participant must submit a valid Deferral Election to the Company, determined as follows:

i. Plan Year Open Enrollment. Except as provided in Section 3.01.b.ii, the applicable Election Date for any given Plan Year is the date preceding the Board member's performing any services relating to Board membership for such year as the Company may determine, provided that the Election Date for any given Plan Year must be a date prior to the first meeting of the Company's Board of Directors within the Plan Year.

ii. Election Date for Gains from Options. The applicable Election Date for gains from options granted under the Option Plan and exercised in any given Plan Year is March 1 of the preceding Plan Year.

iii. New Participants. The applicable Election Date for any person who becomes a Board member during the Plan Year is the Plan Year Open Enrollment that occurs after first becoming a Board member.

c. Eligible Compensation. For purposes of this Plan, the following items of a Participant's remuneration as a Board member shall be considered "Eligible Compensation":

i. Cash Fees. The Participant's annual retainer otherwise payable in the form of cash;

ii. Equity Fees. The Participant's annual retainer otherwise payable in the form of equity compensation (such as stock options);

iii. Options. The Participant's gain (in the form of stock units) from the exercise of Option Plan options; and

iv. Restricted Shares. The Participant's Restricted Shares granted under the Option Plan.

3.02 Amount of Deferral. A Participant may, for any Plan Year, irrevocably elect to have the following amounts of Eligible Compensation deferred and credited to the Participant's Bookkeeping Account in accordance with the terms and conditions of the Plan:

a. Cash Fees. All or a portion of the Participant's cash fees for such Plan Year;

b. Equity Fees. All or a portion of the Participant's equity fees for such Plan Year;

c. Options. All or a portion of the Participant's gain from the exercise in such Plan Year of Option Plan options; and

d. Restricted Shares. All or a portion of the Participant's Restricted Shares granted under the Option Plan for such Plan Year.

3.03 Minimum Deferral. Each Participant must agree to defer a minimum of five thousand dollars ($5,000) per Plan Year; provided, however, that this minimum need not be met if director fees actually paid is insufficient to yield such minimum deferral in accordance with the Participant's Deferral Election.

3.04 Requirement for Deferral Election. A Participant who has not timely submitted a valid Deferral Election may not defer any Eligible Compensation for the applicable Plan Year under the Plan.

3.05 Applicability of Deferral Election. A Deferral Election remains in effect for the Plan Year to which it applies. A Participant must file a new Deferral Election for each Plan Year. The terms of any Deferral Election may, but need not be, similar to the terms of any prior Agreement.

ARTICLE IV

BOOKKEEPING ACCOUNT AND CREDITING

4.01 Bookkeeping Account. A "Bookkeeping Account" is the account established on the books of the Company as a record of each Participant's Plan balance. A Participant's Bookkeeping Account may, at the discretion of the Committee, include one or more sub-accounts to reflect amounts credited to a Participant under the various terms of the Plan. As of the effective date of this Plan, the Committee has established and a Participant's Bookkeeping Account shall consist solely of the following sub-accounts:

a. General Stock Units Sub-Account. A `General Stock Units Sub-Account" is the sub-account expressed in Units (denominated in units of shares of the Company's common stock) reflecting the number of such shares which the Participant has deferred into the Plan following (i) the exercise or settlement of options under the Option Plan and deferred pursuant to Article III; (ii) Option Plan Restricted Shares deferred pursuant to Article III, or (iii) the Participant's election to defer Cash Fees under Section 3.02, or (iii) dividends issued in the form of Stock Units under the Option Plan.

b. Equity Fees Stock Units Sub-Account. An "Equity Fees Stock Units Sub-Account" is the sub-account expressed in Units
(denominated in units of shares of the Company's common stock) reflecting the number of such shares which the Participant has deferred into the Plan following the Participant's election to defer Equity Fees under Section 3.02.

4.02 Time of Crediting Accounts. Amounts deferred by a Participant under the Plan shall be credited to the Participant's Bookkeeping Account and the respective sub-accounts as soon as administratively practicable after the date deferred amounts would otherwise have been received (or beneficially received in the case of Company contributions) by the Participant. In the case of Deferred Stock Units, such Units will be calculated and valued as of the date the Participant would have otherwise been paid such deferred amounts.

4.03 Participant Deemed Investments. As of the Effective Date of the Plan, the only deemed investment provided under the Plan shall be Company Stock. The number of Units in a Participant's Bookkeeping Account shall be appropriately adjusted periodically to reflect any dividend (if applicable), split, split-up or any combination or exchange, however accomplished, with respect to the shares of the Company's Common Stock represented by such Units.

4.04 Limited Effect of Allocation. The fact that any allocation shall be made and credited to a Bookkeeping Account shall not vest in a Participant any right, title or interest in or to any specific assets of the Company, or in any right to payment, except at the time(s) and upon the conditions elsewhere set forth in the Plan.

4.05 Report of Account. A Participant shall be provided information regarding Participant's Bookkeeping Account balance within a reasonable time after requesting such information from Stock Administration. The Company shall furnish each Participant statements on a periodic basis, no less frequently than annually, as soon as administratively practicable after the allocations for the Plan Year have been completed. The Company may, in its discretion, provide Participants with account balance statements more frequently than provided in the preceding sentence.

ARTICLE V

RIGHTS OF PARTICIPANT IN PLAN

5.01 Ownership Rights in Bookkeeping Account. Subject to the restrictions provided in this Article and 6.03, each Participant shall at all times have a vested right to the value of the Participant's Bookkeeping Account.

5.02 Rights in Plan are Unfunded and Unsecured. The Company's obligation under the Plan shall in every case be an unfunded and unsecured promise to pay. A Participant's right to Plan distributions shall be no greater than those of general, unsecured creditors of the Company. The Company may establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits hereunder; however, the Company shall not be obligated under any circumstances to fund its financial obligations under the Plan. Any assets which the Company may acquire or set aside to defray its financial liabilities shall be general assets of the Company, and such assets, as well as any assets set aside in a grantor trust, shall be subject to the claims of its general creditors.

5.03 No Transfer of Interest in Plan Allowed. Except as permitted by applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under the Plan shall be valid or recognized by the Company. Neither the Participant, Participant's spouse or a designated Beneficiary shall have any power to hypothecate, mortgage, commute, modify or otherwise encumber in advance of any of the benefits payable hereunder. Said benefits shall not be subject to seizure for the payment of any debts, judgments, alimony, maintenance owed by the Participant or a Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise. Notwithstanding the foregoing, the Company may, if the Committee so determines in its sole discretion, follow the terms of any court order issued in connection with any domestic relations proceeding including but not limited to marital dissolution or child support.

5.04 Plan Binding upon Parties. The Plan shall be binding upon the Company, its assigns, and any successor company that acquires substantially all of its assets and business through merger, acquisition or consolidation; and upon all Participants and any Participant's Beneficiaries, assigns, heirs, executors and administrators.

ARTICLE VI

DISTRIBUTIONS

6.01 Retirement. A Participant's "Retirement" shall mean the date on which the Participant ceases to be a Board member pursuant to election by the shareholders or by voluntary resignation with the approval of the Board's chair.

6.02 In-Service Distributions. While a Participant is a Board member, the Participant may not receive Plan distributions except as determined in the sole and exclusive discretion of the Committee.

6.03 Distribution Following Termination. If a Participant ceases to act or is terminated as a Board member prior to Retirement, that Participant shall receive the value of that Participant's Bookkeeping Account as soon as administratively practicable following such termination; provided, however, that the Committee in its sole discretion may withhold payment until all unresolved contingencies have been resolved with respect to such Participant and also may offset such amounts as it determines are owing the Company by the former Board member.

6.04 Retirement Distributions. Upon Retirement, distribution of a Participant's Bookkeeping Account balance shall be made as soon as administratively practicable after a Participant's Retirement, and according to the distribution options specified on the Participant's initial Deferral Election for any Deferred Stock Units to which the distribution relates. Bookkeeping Accounts subject to installment payment shall continue to be valued as provided in Section 4.03. A Participant may modify any distribution format election at any time prior to the date that is three years before his Retirement by submitting to the Committee a new Deferral Election. The distribution options available to a Participant are: (i) Lump sum payment; or
(ii) three (3) year installment payments.

6.05 Cash and Stock Distributions. Distributions of a Participant's Account shall be made in Common Stock of the Company, but only to the extent related to (i) Deferred Stock Units held in the Participant's General Deferred Stock Units Sub-Account, or (ii) with respect to the Participant's Equity Fees Deferred Stock Units Sub-Account, Deferred Stock Units held in such Sub-Account have been approved by or granted pursuant to an underlying Option Plan that has been approved by the Shareholders. In the event that shareholder approval is not obtained for any portion of a Participant's Equity Fees Deferred Stock Units Sub-Account, the value (or remaining value) of such Sub-Account shall be paid in cash, based on the market value of the Common Shares at the time of such distribution.

ARTICLE VII

DEATH BENEFITS

7.01 Designation of Beneficiary. A Participant shall designate a Beneficiary to receive death benefits under the Plan by completing the beneficiary designation form specified by the Committee. A Participant shall have the right to change the Beneficiary by submitting to

Stock Administration a form designating the Participant's change of Beneficiary. No beneficiary designation or change of Beneficiary shall be effective until executed by the Company.

a. Deemed Beneficiary. If no designation has been made, or if the Beneficiary has predeceased the Participant, then the Participant will be deemed to have designated his or her estate as the Beneficiary hereunder.

b. Surviving Beneficiary. For purposes of determining the appropriate named or deemed Beneficiary or contingent Beneficiary, an individual is considered to survive the Participant if that individual is alive seven (7) days after the date of the Participant's death.

7.02 Determination of Account Balance at Death. The remaining value of a Participant's Bookkeeping Account shall be determined as of the date of the Participant's death. The amounts in such Account shall remain invested as provided under the Plan pending the determination and payment to the Beneficiary as determined in the sole discretion of the Committee.

7.03 Distribution of Bookkeeping Account Balance at Death. Upon a Participant's death, the value of the Participant's Bookkeeping Account shall be distributed as follows:

a. Death Prior to Retirement. If a Participant dies before Retirement, the Participant's Beneficiary shall receive the balance of the Participant's Bookkeeping Account determined and paid as though the Participant had retired on his or her date of death.

b. Death After Retirement. If a Participant dies after Retirement, the Participant's Beneficiary shall receive the Participant's remaining Account Balance in a manner consistent with the Participant's distribution election under Section 6.04 (reflected for any adjustments pursuant to Section 4.03 until such Account is fully distributed).

7.04 Determination of Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments hereunder, the Committee shall have the right to direct the Company to withhold such payments until the matter is finally adjudicated. However, as provided in Section 11.07, any payment made by the Company, in good faith and in accordance with the Plan and the directions of the Committee shall fully discharge the Company, the Board and the Committee from all further obligations with respect to that payment.

7.05 Payments to Minor or Incapacitated Beneficiaries. In distributing property hereunder to or for the benefit of any minor or incapacitated Beneficiary, the Committee, in its sole and absolute discretion, may direct the Company to make such distribution to a legal or natural guardian of such Beneficiary, or to any adult with whom the minor or incompetent temporarily or permanently resides. The receipt by such guardian or other adult shall be a complete discharge of liability to the Company, the Board, and the Committee. Neither the

Board, the Committee, nor the Company shall have any responsibility to see to the proper application of any payments so made.

7.06 Acceleration of Death Benefits. Anything in this Article to the contrary notwithstanding, the Committee may, in its sole and absolute discretion, accelerate to lump sum any death benefit payments hereunder.

7.07 Effect of Divorce. If a Participant and his or her named Beneficiary are or become married and thereafter their marriage is dissolved by entry of a decree of dissolution or other court order having the effect of dissolving the marriage, then any such pre-divorce beneficiary designation shall be deemed automatically revoked as to such beneficiary spouse as of the date of such dissolution unless the death benefit rights of such former spouse are subsequently reaffirmed by a qualified domestic relations order or the Participant's subsequent written designation.

ARTICLE VIII

ADMINISTRATION OF THE PLAN

8.01 Plan Sponsor and Administrator. The Company is the "Plan Sponsor." The Committee is the "Plan Administrator." The Company's senior officer with responsibility for Human Resources, along with its Stock Administration Department, have been selected to assist the Committee in its day-to-day responsibilities with respect to the Plan. The Committee is the named fiduciary charged with responsibility for administering the Plan. The Committee, with the advice of the Company, will make such rules and computations and will take such other actions to administer the Plan as the Committee may deem appropriate.

8.02 Authority of Committee. As Plan Administrator, the Committee has the sole and exclusive discretion, authority and responsibility to construe and interpret the terms and provisions of the Plan, to remedy and resolve ambiguities, to grant or deny any and all claims for benefits and to determine all issues relating to eligibility for benefits. All actions taken by the Committee as Plan Administrator, or its delegate, will be conclusive and binding on all person having any interest under the Plan, subject only to the provisions of Article IX. All findings, decisions and determinations of any kind made by the Committee or its delegate shall not be disturbed unless the Committee has acted in an arbitrary and capricious manner.

8.03 Exercise of Authority. All resolutions or other actions taken by the Committee shall be either: (a) by vote of a majority of those present at a meeting at which a majority of the members are present; or
(b) in writing by a majority of all the members at the time in office if they act without a meeting.

8.04 Delegation of Authority. The Committee may delegate all or part of its responsibilities, authority and discretion under the Plan to other persons. The duties of the Committee under the Plan will be carried out in its name by the officers, directors and employees of the Company. Any such delegation shall carry with it the full discretion and authority vested

in the Committee under Section 8.02. As of the Effective Date of this Plan, the Committee has delegated the day-to-day administration of the Plan to Stock Administration, under the direction of the senior corporate officer with responsibility for Human Resources.

8.05 Reliance on Opinions. The members of the Committee and the officers and directors of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, including legal counsel for the Company.

8.06 Information. The Company shall supply full and timely information to the Committee on all matters relating to the compensation of Participants, the date and circumstances of the termination of employment or death of a Participant and such other pertinent information as the Committee may reasonably require.

8.07 Indemnification. The Company shall indemnify and hold harmless each Committee or Board member, and each Company employee, performing services or acting in any capacity with respect to the Plan, from and against any and all expenses and liabilities arising in connection with services performed in regard to this Plan. Expenses against which such individual shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such individual may be entitled as a matter of law or other agreement.

ARTICLE IX

CLAIMS PROCEDURE

9.01 Submittal of Claim. Benefits shall be paid in accordance with the provisions of this Plan. The Participant, or any person claiming through the Participant ("Claiming Party"), shall make a written request for benefits under this Plan, mailed or delivered to the Committee. Such claim shall be reviewed by the Committee or its delegate.

9.02 Denial of Claim. If a claim for payment of benefits is denied in full or in part, the Committee or its delegate shall provide a written notice to the Claiming Party within ninety (90) days setting forth: (a) the specific reasons for denial; (b) any additional material or information necessary to perfect the claim; (c) an explanation of why such material or information is necessary; and (d) an explanation of the steps to be taken for a review of the denial. A claim shall be deemed denied if the Committee or its delegate does not take any action within the aforesaid ninety (90) day period.

9.03 Review of Denied Claim. If the Claiming Party desires Committee review of a denied claim, the Claiming Party shall notify the Committee or its delegate in writing within sixty (60) days after receipt of the written notice of denial. As part of such written request, the Claiming Party may request a review of the Plan document or other pertinent documents, may

submit any written issues and comments, and may request an extension of time for such written submission of issues and comments.

9.04 Decision upon Review of Denied Claim. The decision on the review of the denied claim shall be rendered by the Committee within sixty
(60) days after receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be in writing and shall state the specific reasons for the decision, including reference to specific provisions of the Plan on which the decision is based.

ARTICLE X

AMENDMENT AND TERMINATION

The Board of Directors may amend or terminate the Plan at any time. Such amendment or termination may modify or eliminate any benefit hereunder, provided that no such amendment or termination shall in any way reduce the vested portion of the affected Participants' or Beneficiaries' Bookkeeping Accounts. In addition, the Committee has the authority on behalf of the Board, to review, finalize, approve and adopt amendments to the Plan, other than amendments relating to benefit amounts and Plan eligibility.

ARTICLE XI

MISCELLANEOUS

11.01 No Employment Contract. The terms and conditions of the Plan shall not be deemed to constitute a contract of employment between the Company and any Board member. Nothing in this Plan shall be deemed to give any Board member the right to be retained in the service of the Company or to interfere with any right of the Company to discipline or discharge the Board member at any time.

11.02 Employee Cooperation. A Board member will cooperate with the company by furnishing any and all information reasonably requested by the Company and take such other actions as may be requested to facilitate Plan administration and the payment of benefits hereunder.

11.03 Illegality and Invalidity. If any provision of this Plan is found illegal or invalid, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had not been included herein.

11.04 Required Notice. Any notice which shall be or may be given under the Plan or a Deferral Election shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to the Company c/o Stock Administration Department, at the Company's main offices. If notice is to be given to a Participant, such notice shall be addressed to the last known address on the Company's Human

Resources records. Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant. Any party may, from time to time, change the address to which notices shall be mailed by giving written notice of such new address.

11.05 Interest of Participant's Spouse. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse's will, nor shall such interest pass under the laws of intestate succession.

11.06 Tax Liabilities from Plan. If all or any portion of a Participant's benefit under this Plan generates a state or federal income tax liability to the Participant prior to receipt, that Participant may petition the Committee for a distribution under 6.02. Such a distribution shall affect and reduce the benefits to be paid under Articles VI and VII hereof.

11.07 Discharge of Company Obligation. The payment of benefits under the Plan to a Participant or Beneficiary shall fully and completely discharge the Company, the Board, and the Committee from all further obligations under this Plan with respect to a Participant, and that Participant's Deferral Election shall terminate upon such full payment of benefits.

11.08 Costs of Enforcement. If any action at law or in equity is necessary by the Committee or the Company to enforce the terms of the Plan, the Committee or the Company shall be entitled to recover reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which that party may be entitled.

11.09 Gender and Case. Unless the context clearly indicates otherwise, masculine pronouns shall include the feminine and singular words shall include the plural and vice versa.

11.10 Titles and Headings. Titles and headings of the Articles and Sections of the Plan are included for ease of reference only and are not to be used for the purpose of construing any portion or provision of the Plan document.

11.11 Applicable Law. To the extent not preempted by Federal law, the Plan shall be governed by the laws of the State of Washington.

11.12 Counterparts. This instrument and any Deferral Election may be executed in one or more counterparts, each of which is legally binding and enforceable.

IN WITNESS WHEREOF, this instrument setting forth the terms and conditions of this amendment and restatement to the STARBUCKS DIRECTORS DEFERRED COMPENSATION PLAN is executed this _________ day of ________, 2003, effective September 29, 2003, except as otherwise provided herein.

STARBUCKS CORPORATION

By: ____________________________

Title: _________________________

ATTEST:

By: ___________________________________

Title: _________________________________

EXHIBIT 10.11

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.

Mr. Howard Behar
May 6, 2003

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.

Mr. Howard Behar
May 6, 2003

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

Mr. Howard Behar
May 6, 2003

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.