Exhibit 10.2


 


	Temporary Bulk Payment Agreement	 




 


This TEMPORARY BULK PAYMENT AGREEMENT (“Agreement”), is
made and entered into by and between Principal Life Insurance Company (“Insurer”) and Limoneira Company (“Contractholder”
or “Plan Sponsor”) (collectively referred to herein as the “Parties”).


 


WHEREAS, the Plan Sponsor accepted Insurer’s offer dated 11/04/2022
to issue a Single Premium Group Annuity Contract (“Contract”) with respect to the Limoneira Company Retirement Plan (“Plan”)
and the Purchase Agreement was executed by the Plan Sponsor and dated 11/04/2022 (“Acceptance”);


 


WHEREAS, Insurer agreed to assume responsibility for making annuity
payments directly to the participants of the Plan related to the Acceptance and Contract (“Annuitants”) on 12/01/2022
(“Commencement Date”);


 


WHEREAS, the Acceptance contemplated the need for a temporary bulk
reimbursement from and including the Commencement Date through and including 12/31/2022.


 


WHEREAS, Principal (“Plan Administrator”)
is the current administrator of the monthly pension payments to retired participants of the Plan.


 


NOW THEREFORE, the Parties agree as follows:


 


		1.	Plan Sponsor Responsibilities.



 


		a.	Plan Sponsor will require the current Plan Administrator to perform
                                            any benefit calculations and make payments to Annuitants from the Commencement Date through
                                            and including 12/31/2022 (“Initial Term”) and the Plan will receive temporary
                                            monthly bulk reimbursement from Insurer.



 


		b.	Plan Sponsor will use commercially reasonable efforts to require the
                                            Plan Administrator to continue to provide existing administrative
and benefit disbursement services at the same level of service currently provided to affected Annuitants in accordance with the Plan
and applicable law.



 


		c.	Within 5 (five) business days of making any payments to Annuitants,
                                            the Plan Sponsor, or the Plan Administrator if so directed
by the Plan Sponsor, will provide to Insurer the total dollar amount of payments made to Annuitants based on the census data provided
to Insurer related to the Acceptance and the Contract (“Annuity Payment Data”).



 


		d.	Either the Plan Sponsor, the Plan Administrator or both are responsible
                                            for promptly reporting to Insurer:



 


		(i)	any adjustments to benefit amounts resulting from Annuitant deaths or
                                            retirements occurring since the Annuity Payment Data was given to Insurer; and



 











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	Temporary Bulk Payment Agreement	 


 


		(ii)	any incorrect payments made to an Annuitant for any reason.



 


		e.	The Plan Sponsor, either directly or indirectly through the Plan Administrator, is responsible for reporting tax information and the withholding
of any amounts for tax or other purposes for Annuitants during the term of this Agreement. This paragraph and the obligations hereunder
will survive the expiration of this Agreement.



 


		f.	Either the Plan Sponsor, the Plan Administrator or both are responsible for providing complete wire transfer instructions to Insurer
no later than no later than five business days after execution of this Agreement



 


		g.	Plan Sponsor will not assign or delegate its rights or obligations
                                            under this Agreement, without Insurer’s written consent
unless such assignment is to an entity that is (a) owned or controlled by the Plan Sponsor, including, but not limited to, the Plan Administrator
or (b) under common ownership or control with Plan Sponsor.



 


		2.	Insurer Responsibilities.



 


		a.	During the term of this Agreement, Insurer will make a wire transfer
                                            to the Plan in an amount commensurate with the Annuity Payment Data furnished to Insurer
                                            by either the Plan Sponsor or Plan Administrator no later than no later than five business
                                            days after receiving Annuity Payment Data in accordance with the wiring instructions
                                            provided to the Insurer (“Reimbursement”).



 


		b.	Insurer is not responsible for reporting tax information or the withholding
                                            of any amounts for tax or other purposes for Annuitants during the term of this Agreement.



 


		c.	Insurer is responsible for making direct payments to Annuitants pursuant
                                            to the Acceptance the day after the completion of the Initial Term.



 


		3.	General Provisions.



 


		a.	In the event inaccurate or incorrect benefit payments are made to Annuitants
                                            while this Agreement is in effect, the corresponding inaccurate or incorrect Reimbursement
                                            by Insurer will be reconciled as follows:



 


		(i)	If an Annuitant received an amount in excess of the amount to which
                                            that Annuitant was entitled under the Plan (“Overpayment”), such Overpayment
                                            will either be (a) reconciled in the premium adjustment calculation as contemplated in the
                                            Acceptance and ancillary documents or (b) reimbursed directly to Insurer by either the Plan
                                            Sponsor or Plan Administrator no later than 10 (ten) business days after the Overpayment
                                            is reported to Insurer.



 






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	Temporary Bulk Payment Agreement	 


 


		(ii)	If an Annuitant received an amount less than the amount to which the
                                            Annuitant was entitled under the Plan (“Underpayment”), such Underpayment will
                                            either be (a) reconciled in the premium adjustment calculation as contemplated in the Acceptance
                                            and ancillary documents or (b) reimbursed directly to either the Plan Sponsor or Plan Administrator
                                            by Insurer no later than 10 (ten) business days after the Underpayment is reported to Insurer.



 


		b.	Plan Sponsor will comply, and will ensure that all of its Related Parties
                                            comply, with all applicable laws and regulations governing the confidential information of
                                            all Annuitants, including those laws relating to privacy, data security and protection, the
                                            safeguarding of such information, and its maintenance, disclosure, and use. Plan Sponsor
                                            will maintain, and will ensure that all of its Related Parties maintain administrative, technical,
                                            and physical safeguards to protect the privacy and security of the confidential information
                                            related to Annuitants. Plan Sponsor will comply, and will ensure that all of its Related
                                            Parties comply, in all material respects with any internal written policies relating to the
                                            confidential information of any Annuitant, contingent annuitant, or beneficiary as in effect
                                            from time to time.



 


		c.	This Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof and is
governed by the laws of the State of Iowa without regard to the conflict of law principles of that state or any other state. Any amendments
to or waivers of the terms of this Agreement must be in writing and executed by authorized officials of the Parties hereto.



 


		d.	This paragraph 3 and all subparagraphs contained therein shall survive
                                            the expiration of this Agreement.



 


IN WITNESS WHEREOF, the Parties
hereto have caused this Agreement to be executed and delivered by each of them or their respective officers duly authorized as of the
date(s) indicated below. The effective date of this Agreement is the latest date ascribed below.


 


[signature
page follows]


 






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	Temporary Bulk Payment Agreement	 


 


 


	Limoneira Company, Plan Sponsor	 	Principal Life Insurance Company, Insurer
	 	 	 
	 	 	 
	By:	/s/Amy Fukutomi	 	By:	 /s/ Justina Loeb
	 	 	 
	Printed Name:	 	Printed Name:
	 Amy Fukutomi	 	Justina Loeb
	 	 	 
	Title: 	 	Title: 
	VP of Compliance & Corp Secretary	 	Asst. Director - PRT
	 	 	 
	Date: 	 	Date: 
	November 7, 2022	 	November 7, 2022




 


 


 


 


 


 


 


 






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