Interim Services Agreement Dated 12/17/2009



 EXHIBIT 10.1 
 

 
 December 17, 2009 
 Farmer Brothers Coffee Company 
 Mr. Roger Laverty 
 Chief Executive Officer 
 20333 S. Normandie Ave.

 Torrance, CA 90502 
 Dear
Mr. Laverty: 
 Tatum, LLC (“Tatum,” “we,” “us” or “our”) is pleased that Farmers Brothers Coffee
Company (“Company,” “you” or “your”) has selected us to provide you with outsourced interim services. The services (the “Services”) and fees will be more particularly described on the Schedule attached hereto
and will be provided by the individual resource (the “Tatum Resource”) identified on such Schedule. Schedules for additional Tatum Resources may be added from time to time upon the mutual written agreement of the parties. 
 Engagement. The Tatum Resource will be one of Tatum’s employees or members, and we will be solely responsible for determining the
conditions, terms and payment of compensation and benefits for the Tatum Resource. You will be solely responsible for providing the Tatum Resource day-to-day guidance, supervision, direction, assistance and other information necessary for the
successful and timely completion of the Services. Tatum will have no oversight, control, or authority over the Tatum Resource with respect to the Services. The Company acknowledges that it is solely responsible for the sufficiency of the Services
for its purposes. The Company will designate a management-level individual to be responsible for overseeing the Services, and the Tatum Resource will report directly to such individual with respect to the provision of the Services. Unless the Tatum
Resource is acting as an executive officer of the Company and is authorized by the Company to make such decision, the Company will not permit or require the Tatum Resource to be the ultimate decision making authority for any material decision
relating to your business, including, without limitation, any proposed merger, acquisition, recapitalization, financial strategy or restructuring. 
 Fees and Expenses. You will pay us the fees set forth on the applicable Schedule. In addition to our standard professional service fees, we will charge an administrative fee equal to 5% of our professional service fees, which
covers ancillary administrative costs such as technology, communication, and supplies. In addition, you will reimburse Tatum directly for all travel and out-of-pocket expenses incurred in connection with this agreement (including any Schedules).

  

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 Payment Terms. Payments to Tatum should be made within 3 days of receipt of invoice by
electronic transfer in accordance with the instructions set forth below or such alternative instructions as provided by us from time to time. Any amounts not paid when due may be subject to a periodic service charge equal to the lesser of
1.5% per month and the maximum amount allowed under applicable law, until such amounts are paid in full, including assessed service charges. In lieu of terminating this agreement, we may suspend the provision of any Services if amounts owed are
not paid in accordance with the terms of this agreement. 
  

			
	Bank Name and Address:	  	Silicon Valley Bank
		  	 3003 Tasman Drive
 Santa Clara, CA 95054

	Beneficiary:	  	Tatum, LLC
	Beneficiary Account Number:	  	3300599791
	ABA Transit/Routing Number:	  	121140399

 Please reference Farmer Brothers Coffee Company in the body of the payment. 

Effective Date and Termination. This agreement will be effective as of the earlier of (i) the date Tatum begins providing Services to
the Company, and (ii) the date of the last signature to this agreement as indicated on the signature page. In the event that a party commits a breach of this agreement (including any Schedule) and fails to cure the same within 10 days following
delivery by the non-breaching party of written notice specifying the nature of the breach, the non-breaching party may terminate this agreement or the applicable Schedule effective upon written notice of such termination. The termination rights set
forth in this Section are in addition to and not in lieu of the termination rights set forth in each of the Schedules. 
 Hiring the Tatum
Resource Outside of a Tatum Agreement. The parties recognize and agree that Tatum is responsible for introducing the Tatum Resources to the Company. Therefore, if, at any time during the time frame in which a Tatum Resource is providing
Services to the Company and for a period of 12-months thereafter, other than in connection with this agreement or another Tatum agreement, the Company or any of its subsidiaries or affiliates employs such Tatum Resource, or engages such Tatum
Resource as an independent contractor, the Company will pay Tatum a placement fee in an amount equal to 50% of Tatum’s Annualized Fees (as defined below). The amount will be due and payable to Tatum upon written demand to the Company.
“Annualized Fees” means the equivalent of what Tatum would receive under this agreement for such Tatum Resource on a full-time annual basis plus the maximum amount of any bonus for which Tatum was eligible with respect to the then-current
bonus year for the Tatum Resource. 
 Warranties and Disclaimers. We disclaim all representations and warranties, whether express,
implied or statutory, including, but not limited to any warranties of quality, performance, merchantability, or fitness of use or purpose. Without limiting the foregoing, we make no representation or warranty with respect to the Tatum Resource or
the Services provided hereunder, and we will not be responsible for any action taken by you in following or declining to follow any of the Tatum Resource’s advice or recommendations. The Services provided by Tatum and the Tatum Resource
hereunder are for the sole benefit of the Company and not any unnamed third parties. The Services will not constitute an audit, review, opinion, or compilation, or any other type of financial statement reporting or attestation engagement that is
subject to the rules of the AICPA or other similar state or national professional bodies or laws and will not result in an opinion or any form of assurance on internal controls. 
 Limitation of Liability; Indemnity. 
 (a) Tatum’s liability in
any and all categories and for any and all causes arising under this agreement, whether based in contract, tort, negligence, strict liability or otherwise, will, in the aggregate, not exceed the actual fees paid by you to us over the previous two
months’ of the agreement with respect

  

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to the Tatum Resource from whom the liability arises. In no event will we be liable for incidental, consequential, punitive, indirect or special damages, including, without limitation,
interruption or loss of business, profit or goodwill. As a condition for recovery of any liability, you must assert any claim against us within three months after discovery or 60 days after the termination or expiration of the applicable Schedule
under which the liability arises, whichever is earlier. 
 (b) You agree to indemnify us and the Tatum Resource to the full
extent permitted by law for any losses, costs, damages, and expenses (including reasonable attorneys’ fees), as they are incurred, in connection with any cause of action, suit, or other proceeding arising in connection with the Tatum
Resource’s services to you. 
 Insurance. 
 If the Tatum Resource is serving as an officer or executive of the Company, the Company will provide Tatum or the Tatum Resource with written evidence that the Company maintains directors’ and
officers’ insurance covering the Tatum Resource in an amount reasonably acceptable to the Tatum at no additional cost to the Tatum Resource, and the Company will maintain such insurance at all times while this agreement remains in effect.
Furthermore, the Company will maintain such insurance coverage with respect to occurrences arising during the term of this agreement for at least five years following the termination or expiration of the applicable Schedule or will purchase a
directors’ and officers’ extended reporting period or “tail” policy to cover the Tatum Resource for such five year time period. 
 Governing Law, Arbitration and Witness Fees. 
 (a) This agreement will be governed by and construed in
accordance with the laws of the State of Georgia, without regard to conflicts of laws provisions. 
 (b) If the parties are
unable to resolve any dispute arising out of or in connection with this agreement, the parties agree and stipulate that any such disputes will be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (“AAA”). The arbitration will be conducted in the Atlanta, Georgia office of the AAA by a single arbitrator selected by the parties according to the rules of the AAA, and the decision of the arbitrator will be final
and binding on both parties. In the event that the parties fail to agree on the selection of the arbitrator within 30 days after either party’s request for arbitration under this Section, the arbitrator will be chosen by the AAA. The arbitrator
may in his or her discretion order documentary discovery but will not allow depositions without a showing of compelling need. The arbitrator will render his or her decision within 90 days after the call for arbitration. Judgment on the award of the
arbitrator may be entered in and enforced by any court of competent jurisdiction. The arbitrator will have no authority to award damages in excess or in contravention of this agreement and may not amend or disregard any provision of this agreement,
including this section. Notwithstanding the foregoing, either party may seek appropriate injunctive relief from any court of competent jurisdiction, and Tatum may pursue payment of any unpaid amounts due under this agreement through any court of
competent jurisdiction. 
 (c) In the event any member or employee of Tatum (including, without limitation, any Tatum Resource)
is requested or authorized by you or is required by government regulation, subpoena, or other legal process to produce documents or appear as witnesses in connection with any action, suit or other proceeding initiated by a third party against you or
by you against a third party, you will, so long as Tatum is not a party to the proceeding in which the information is sought, reimburse Tatum for its member’s or employee’s professional time (based on customary rates) and expenses, as well
as the fees and expenses of its counsel, incurred in responding to such requests. This provision is in addition to and not in lieu of any indemnification obligations the Company may have under this agreement. 
  

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 Miscellaneous. 
 (a) This agreement together with all Schedules constitutes the entire agreement between the parties with regard to the subject matter hereof
and supersedes any and all agreements, whether oral or written, between the parties with respect to its subject matter. No amendment or modification to this agreement will be valid unless in writing and signed by both parties. 
 (b) If any portion of this agreement is found to be invalid or unenforceable, such provision will be deemed severable from the remainder of
this agreement and will not cause the invalidity or unenforceability of the remainder of this agreement, except to the extent that the severed provision deprives either party of a substantial portion of its bargain. 
 (c) Neither party will be deemed to have waived any rights or remedies accruing under this agreement unless such waiver is in writing and
signed by the party electing to waive the right or remedy. The waiver by any party of a breach or violation of any provision of this agreement will not operate or be construed as a waiver of any subsequent breach of such provision or any other
provision of this agreement. 
 (d) Neither party will be liable for any delay or failure to perform under this agreement (other
than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such party’s reasonable control. 
 (e) You may not assign your rights or obligations under this agreement without the express written consent of Tatum. Nothing in this
agreement will confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns and the Tatum Resources. 
 (f) The expiration or termination of this agreement or any Schedule will not destroy or diminish the binding force and effect of any of the provisions of this agreement or any Schedule that expressly, or
by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses and liquidated damage
fees), governing law, arbitration, limitation of liability and indemnity. 
 (g) You agree to reimburse Tatum for all costs and
expenses incurred by Tatum in enforcing collection of any monies due under this agreement, including, without limitation, reasonable attorneys’ fees, court costs and arbitration fees. 
 (h) You agree to allow us to use the Company’s logo and name on Tatum’s website and other marketing materials for the sole purpose
of identifying the Company as a client of Tatum. Tatum will not use the Company’s logo or name in any press release or general circulation advertisement without the Company’s prior written consent. 
  

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 We appreciate the opportunity to serve you and believe this agreement accurately reflects our mutual
understanding of the terms upon which the Services will be provided. We would be pleased to discuss this agreement with you at your convenience. If the foregoing is in accordance with your understanding, please sign a copy of this agreement and
return it to my attention. 
  

	
	Sincerely,
	
	Tatum, LLC
	
	 /s/ Arthur Cohen

	Arthur Cohen
	Area Managing Partner – Southern California
	  
 Accepted and agreed:


  

			
	Farmer Brothers Coffee Company
		
	By:	 	 /s/ Roger M. Laverty

	Name:	 	 Roger M. Laverty

	Title:	 	 CEO

		
	Date:	 	 12/18/09


  

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 Schedule to Interim Services Agreement 
 This Schedule is entered into in connection with that certain Interim Services Agreement, dated December 17, 2009 (the
“Agreement”), by and between Tatum, LLC (“Tatum,” “we,” “us” or “our”) and Farmer Brothers Coffee Company (“Company,” “you” or “your”) and will be governed by the terms
and conditions of the Agreement. 
 Tatum Resource Name: Peter Knepper 
  

			
	Service Description or Position:	  	Financial Consultant
		  	[Amended February 8, 2010 to position of Chief Financial Officer (Interim)]

 Company Supervisor: Chief Executive Officer 
 Start Date: Friday December 18, 2009 
 Minimum Term: 2 months 
 Termination: 
 (a) After the expiration of any minimum term set forth above, either party may terminate this Schedule by providing the other party a minimum of 15 days’ advance written notice and such termination
will be effective as of the date specified in such notice, provided that such date is no earlier than 15 days after the date of delivery of the notice. Tatum will continue to provide, and the Company will continue to pay for, the Services until the
termination effective date. 
 (b) Tatum may terminate this Schedule immediately upon written notice to the Company if:
(i) the Company is engaged in or asks Tatum or any Tatum Resource to engage in or ignore any illegal or unethical activity; (ii) the Tatum Resource ceases to be a member or employee of Tatum for any reason; (iii) the Tatum Resource
becomes disabled; or (iv) the Company fails to pay any amounts due to us under the Agreement when due. For purposes of this Agreement, disability will be defined by the applicable policy of disability insurance or, in the absence of such
insurance, by Tatum’s management acting in good faith. Notwithstanding the foregoing, in lieu of terminating this Schedule under (ii) and (iii) above, upon the mutual agreement of the parties, the Tatum Resource may be replaced by
another Tatum member or employee. 
 (c) The termination rights set forth in this section are in addition to and not in lieu of
the termination rights set forth in the Agreement. 
 Fees: You will pay to Tatum a fee of $55,000.00 a month for the Tatum Resource. The
fees will be prorated for the first and final fee period based on the number of days in such period. 
 Billings: Tatum will bill for
Services in advance of the provision of such Services as follows: 
 Upon Execution of Agreement: $28,875.00. On the 15th and last day of each
month: $28,875.00. 
  

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 Permanent Engagement: You will have the opportunity to make the Tatum Resource a permanent,
full-time member of the Company at any time during the term of this Schedule by entering into another form of Tatum agreement, the terms of which will be negotiated at such time. 
 In the event of a conflict between the terms and conditions of this Schedule and the Agreement, the terms and conditions of the Agreement will control. 
  

									
	Tatum, LLC	 		 	Farmer Brothers Coffee Company
					
	By:	 	 /s/ Arthur J. Cohen
	 		 	By:	 	 /s/ Roger M. Laverty

	Name:	 	Arthur J. Cohen	 		 	Name:	 	 Roger M. Laverty

	Title:	 	Area Managing Partner – Southern California	 		 	Title:	 	 CEO

					
	Date:	 	December 17, 2009	 		 	Date:	 	 12/18/09


  

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