Green Mountain Coffee Roasters (GMCR)

Potential Payments upon a Termination or a Change of Control

In fiscal 2007, as part of the comprehensive review of compensation practices and policies undertaken by Mercer on behalf of the Committee, the Committee discussed that some of the Company’s named executive officers had employment agreements that provided for change of control payments and some did not. In consultation with the full board of directors, in fiscal 2008 the Committee adopted a change of control plan which it determined was consistent with the Company’s compensation philosophy. In particular, the Committee believes that severance agreements serve the important function of assisting in retaining high quality executives and keeping them focused on their responsibilities during any period in which a change of control may be contemplated or pending. The Committee also considered market practice and internal fairness considerations, in determining that a change of control plan was appropriate. Severance arrangements also importantly define the

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relative obligations of the Company and our named executives, including obtaining protection against competition and solicitation. Given these considerations, the Committee determined that protections should apply to all named executive officers and certain other designated participants and therefore implemented the change of control severance plan. Prior to the change in control severance plan’s adoption, only Mr. Blanford and Ms. Rathke had employment agreements that provided severance benefits, including in connection with a change of control, and non-competition and non-solicitation undertakings. At the time of hire of each of these individuals, the Committee determined that a severance package was necessary to induce the executive officer to join the Company.

Potential Payments upon a Termination or a Change of Control

Mr. Blanford, Mr. Lazaris, and Ms. Rathke each have employment agreements that provide severance benefits, including in connection with a change of control, and non-competition and non-solicitation undertakings. Below, we summarize the provisions of these agreements relating to termination and change of control. At the time of hire of each of these individuals, the Compensation and Organizational Development Committee determined that a severance package was necessary to induce the executive officer to join the Company. Moreover, the Compensation and Organizational Development Committee believes that severance agreements serve the important function of defining the relative obligations of the Company and our named executives, including obtaining protection against competition and solicitation. Severance and change of control protections also assist in retaining high quality executives and in keeping them focused on their responsibilities during any period in which a change of control may be contemplated or pending. As part of the comprehensive review of compensation practices and policies undertaken by Mercer on behalf of the Compensation and Organizational Development Committee, and the findings that some executives have severance in the event of a change in control and some do not, the Compensation and Organizational Development Committee, in consultation with the full board of directors, is considering implementing at a future date a severance program for executives terminated as a result of a change of control. Currently our equity incentive plans provide for 100% vesting of all unvested awards upon a change of control.