Green Mountain Coffee Roasters (GMCR)

5. BENEFITS

A Participant who separates from the service of the Company and its subsidiaries by reason of a Qualifying Termination shall receive the following:

(a) The Company shall pay to the Participant in cash, within five (5) days of the date of the Qualifying Termination (provided; that if a termination otherwise constituting a Qualifying Termination occurs prior to the occurrence of the Change in Control it shall be deemed a Qualifying Termination for purposes of this Section 5(a) only if and at the time the Change in Control occurs), the sum of (i) all salary earned by the Participant as of the date of termination but not yet paid, (ii) the Participant’s accrued vacation earned through the date of termination, (iii) an amount equal to the Participant’s target incentive bonus, if any, for the fiscal year in which termination occurs, multiplied times a fraction, the numerator of which is the number of days elapsed between the beginning of such year and the date of termination and the denominator of which is 365; and (iv) an amount equal to the sum of the Participant’s Base Salary and Bonus.

-4-

(b) Provided that he or she elects so-called “COBRA” continuation coverage, if available, the Participant, together with his or her dependents, will continue (i) for the duration of the “coverage continuation period” (as hereinafter defined) to be eligible to participate at the Company’s expense (subject to any applicable waiting periods or similar requirements to the extent such requirements had not been satisfied prior to the date of termination, and subject to the payment by the Participant or his or her dependents of premiums, co-pays or similar amounts at rates not greater than those applicable immediately prior to the Change in Control to active employees and their dependents) in all medical and dental group health plans or programs maintained or sponsored by the Company immediately prior to the Change in Control, and (ii) after the coverage continuation period and for the duration of the COBRA period, if any, to participate in accordance with the rules set forth in the relevant plans and applicable law. For purposes of this subsection, the “coverage continuation period” means the one (1) year period following the Participant’s Qualifying Termination. Notwithstanding the foregoing provisions of this subsection, if the Participant becomes reemployed by another employer and is eligible (together with his or her dependents) for medical or dental insurance coverage that is substantially equivalent to the coverage of the same type that he or she (and his or her dependents) were entitled to receive under this subsection, the Company’s obligation to the Participant and his or her dependents under this subsection shall, to the maximum extent permissible under applicable law, cease with respect to that type of coverage.

(c) Each Company stock option or other stock-based award held by the Participant prior to the Change in Control that is assumed (including any substitute award) in the Change in Control and that is not otherwise vested and, if applicable, exercisable shall be vested (and, in the case of an award requiring exercise, exercisable) not later than immediately prior to the Change in Control. Subject to the foregoing, each such award shall be subject to the terms of the plan and any agreement pursuant to which such award was granted.

5. BENEFITS

A Participant who separates from the service of the Company and its subsidiaries by reason of a Qualifying Termination shall receive the following:

(a) The Company shall pay to the Participant in cash, within five (5) days of the date of the Qualifying Termination (provided; that if a termination otherwise constituting a Qualifying Termination occurs prior to the occurrence of the Change in Control it shall be deemed a Qualifying Termination for purposes of this Section 5(a) only if and at the time the Change in Control occurs), the sum of (i) all salary earned by the Participant as of the date of termination but not yet paid, (ii) the Participant’s accrued vacation earned through the date of termination, (iii) an amount equal to the Participant’s target incentive bonus, if any, for the fiscal year in which termination occurs, multiplied times a fraction, the numerator of which is the number of days elapsed between the beginning of such year

-4-

and the date of termination and the denominator of which is 365; and (iv) an amount equal to the sum of the Participant’s Base Salary and Bonus.

(b) Provided that he or she elects so-called “COBRA” continuation coverage, if available, the Participant, together with his or her dependents, will continue (i) for the duration of the “coverage continuation period” (as hereinafter defined) to be eligible to participate at the Company’s expense (subject to any applicable waiting periods or similar requirements to the extent such requirements had not been satisfied prior to the date of termination, and subject to the payment by the Participant or his or her dependents of premiums, co-pays or similar amounts at rates not greater than those applicable immediately prior to the Change in Control to active employees and their dependents) in all medical and dental group health plans or programs maintained or sponsored by the Company immediately prior to the Change in Control, and (ii) after the coverage continuation period and for the duration of the COBRA period, if any, to participate in accordance with the rules set forth in the relevant plans and applicable law. For purposes of this subsection, the “coverage continuation period” means the one (1) year period following the Participant’s Qualifying Termination. Notwithstanding the foregoing provisions of this subsection, if the Participant becomes reemployed by another employer and is eligible (together with his or her dependents) for medical or dental insurance coverage that is substantially equivalent to the coverage of the same type that he or she (and his or her dependents) were entitled to receive under this subsection, the Company’s obligation to the Participant and his or her dependents under this subsection shall, to the maximum extent permissible under applicable law, cease with respect to that type of coverage.

(c) Each Company stock option or other stock-based award held by the Participant prior to the Change in Control that is assumed (including any substitute award) in the Change in Control and that is not otherwise vested and, if applicable, exercisable shall be vested (and, in the case of an award requiring exercise, exercisable) not later than immediately prior to the Change in Control. Subject to the foregoing, each such award shall be subject to the terms of the plan and any agreement pursuant to which such award was granted.