Green Mountain Coffee Roasters (GMCR)

Performance Awards

The Plan provides for performance awards entitling the recipient to receive cash or common stock of the Company following the attainment of performance criteria determined by the Plan administrator. Performance awards granted to eligible employees of the Company under the Plan shall be based upon the attainment of performance criteria established by the Plan administrator for the fiscal year of the Company or such shorter performance period as may be established by the Plan administrator. Performance awards shall be based on specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an award. A performance criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenue; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A performance criterion and any targets with respect thereto determined by the Plan administrator need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Plan administrator may provide in the case of any award intended to qualify for such exception that one or more of the performance criteria applicable to such award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable performance criterion or criteria.

Award payments shall be limited to $2,500,000 (in cash paid or the fair market value of stock delivered) for any fiscal year of the Company, pro rated (if so determined by the Plan administrator) for any shorter period. The Committee may reduce or eliminate a participant’s bonus award in any year notwithstanding the achievement of performance criteria. If the conditions of an award specify a number of shares of common stock to be delivered assuming satisfaction of the award conditions, the Plan administrator will make appropriate adjustments to reflect any stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure occurring after establishment of the award and before payment, if any.

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