Green Mountain Coffee Roasters (GMCR)

12. OTHER BENEFITS

Notwithstanding anything herein to the contrary, no individual shall be eligible to participate in the Plan who is party to an employment agreement, severance agreement, change in control agreement or similar agreement with the Company or any of its subsidiaries that provides for payments or benefits in connection with a change in ownership or control of the Company (including any such payments or benefits upon a separation from service in connection with a change in ownership or control) (a “separate individual agreement”); provided, that an employee party to a separate individual agreement who waives his or her rights thereunder in a manner that does not result in an impermissible deferral or acceleration of compensation under Section 409A shall not be deemed ineligible to participate in the Plan by reason of this sentence. Benefits payable or provided to a Participant hereunder shall reduce the amount of severance payments and comparable benefits to which the Participant is entitled under any plan or program sponsored by the Company or under any similar arrangement entered into by the Company and the Participant, including, but not limited to, employment agreements.

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12. OTHER BENEFITS

Notwithstanding anything herein to the contrary, no individual shall be eligible to participate in the Plan who is party to an employment agreement, severance agreement, change in control agreement or similar agreement with the Company or any of its subsidiaries that provides for payments or benefits in connection with a change in ownership or control of the Company (including any such payments or benefits upon a separation from service in connection with a change in ownership or control) (a “separate individual agreement”); provided, that an employee party to a separate individual agreement who waives his or her rights thereunder in a manner that does not result in an impermissible deferral or acceleration of compensation under Section 409A shall not be deemed ineligible to participate in the Plan by reason of this sentence. Benefits payable or provided to a Participant hereunder shall reduce the amount of severance payments and comparable benefits to which the Participant is entitled under any plan or program sponsored by the Company or under any similar arrangement entered into by the Company and the Participant, including, but not limited to, employment agreements.

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