EXHIBIT 10.1
DIRECTOR RESIGNATION AGREEMENT
This Director Resignation Agreement (the "Resignation Agreement") dated as
of December 1, 2005, is entered into by and among Starbucks Corporation, a
Washington corporation (the "Company"), and the undersigned, each of whom is a
Class 1 director nominee or current Class 3 director of the Company (each, a
"Director").
RECITALS
A. Subject to and conditioned upon full execution of this Resignation
Agreement, the Board of Directors of the Company (the "Board") has approved an
amendment to the Company's Amended and Restated Articles of Incorporation, as
amended (the "Amendment"), that would effect a declassification of the Board,
and has recommended adoption of the Amendment by the shareholders at the
Company's annual meeting of shareholders to be held in 2006 (the "2006 Annual
Meeting").
B. If the Amendment is approved, the declassification of the Board would
take effect immediately upon the filing of a certificate with the Secretary of
State of the State of Washington effecting the Amendment (the "Articles of
Amendment"), and all directors of the Company would become subject to election
to one-year terms starting at the Company's annual meeting of shareholders to be
held in 2007 (the "2007 Annual Meeting").
C. In order to facilitate the transition from classified three-year terms
to non-classified one-year terms, the Board has approved this Resignation
Agreement, pursuant to which each Class 1 director nominee to be elected at the
2006 Annual Meeting, and each current Class 3 director, agrees to and does
hereby tender his or her resignation from the Board effective immediately prior
to the 2007 Annual Meeting.
NOW, THEREFORE, each Director hereby agrees as follows:
AGREEMENT
1. Agreement to Resign. Subject to and conditioned upon (a) shareholder approval
of the Amendment at the 2006 Annual Meeting, and (b) filing of the Articles of
Amendment with the Secretary of State of the State of Washington, each Director
hereby agrees to and does hereby tender his or her resignation from the Board
effective immediately prior to the 2007 Annual Meeting.
2. Termination. This Resignation Agreement will automatically terminate in its
entirety, and no signatory to this Resignation Agreement will have any
obligation hereunder, if this Resignation Agreement is not signed by the Company
and each Director by the close of business on December 1, 2005, or if the
Articles of Amendment has not been filed with the Washington Secretary of State
within ninety (90) days after the 2006 Annual Meeting.
3. Amendment. Any term of this Resignation Agreement may be amended or waived
only with the written consent of each of (a) the Company, (b) the secretary of
the Company, (c) a majority of the Class 2 directors of the Company, and (d) the
Directors so affected.
4. Miscellaneous.
a. This Resignation Agreement may be executed in one or more counterparts,
including facsimile counterparts, each of which will be deemed an original, but
all of which taken together will constitute one and the same document.
b. This Resignation Agreement is governed by, and will be construed in
accordance with, the laws of the State of Washington without regard to
principles of conflict of laws.
STARBUCKS CORPORATION
By: /s/ James L. Donald
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Name: James L. Donald
Its: president and chief executive officer
DIRECTORS
CLASS 1: CLASS 3:
/s/ Howard P. Behar /s/ Howard Schultz
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Howard P. Behar Howard Schultz
/s/ James G. Shennan, Jr /s/ Barbara Bass
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James G. Shennan, Jr. Barbara Bass
/s/ Myron E. Ullman, III /s/ Mellody Hobson
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Myron E. Ullman, III Mellody Hobson
/s/ Craig E. Weatherup /s/ Olden Lee
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Craig E. Weatherup Olden Lee