**Exhibit 10.30**

 

**AMENDMENT 2008-1**

 

**TO THE**

 

**FARMER BROS. CO. AMENDED AND RESTATED**

**EMPLOYEE STOCK OWNERSHIP PLAN**

 

This Amendment is hereby made and entered into this 15th day of December, 2008, by Farmer Bros. Co.(the “Employer”).

 

**WHEREAS**, the Employer adopted the Farmer Bros.Co. Amended and Restated Employee Stock Ownership Plan (the “Plan”), effective January 1,2000; and

 

**WHEREAS**, Section 12.01 of the Plan allowsthe Employer the ability to amend the Plan at any time; and

 

**WHEREAS**, the Employer desires to amend thePlan to comply with certain provisions of the Pension Protection Act of 2006,as well as incorporate the requirements under the final Treasury Regulationsissued pursuant to section 415 of the Internal Revenue Code (the “Code”) inorder to maintain the Plan’s tax-qualified status under the Code.

 

**NOW, THEREFORE**, in consideration of the abovepremises, the Company hereby amends the Plan in accordance with this Amendment2008-1, effective as stated herein:

 

## **1.     Effective January 1, 2008, Section 1.11 of the Plan isamended by adding the following new language to the end of existing textthereof:**

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## “Effective January 1, 2008, notwithstanding the preceding, forpurposes of this Section 1.11, a Participant’s Compensation shall alsoinclude Post-Severance Compensation.  Forpurposes of this Section 1.11 and the Plan, the term “Post-SeveranceCompensation” means the following amounts paid after an Employee’s terminationdate. To the extent that such amounts are paid to the Employee by the later of21⁄2 months after the Employee’s termination date and the end of the LimitationYear that includes the Employee’s termination date, Post-Severance Compensationincludes the payment of regular compensation for services during the Employee’sregular working hours, or compensation for services outside the Employee’sregular working hours (such as overtime or shift differential), commissions,bonuses, or other similar payments, provided that the payment would have beenpaid to the Employee prior to a termination date if the Employee had continuedin employment with the Employer.  SuchCompensation shall be included during the Plan Year in which the Post-SeveranceCompensation is paid and not accrued.”

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## **2.     Effective January 1, 2008, Section 3.03(c) of thePlan is amended by adding the following new language to the end of existingtext thereof:**

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“EffectiveJanuary 1, 2008, notwithstanding the preceding, for purposes of this Section 3.03,a Participant’s remuneration shall also include Post-SeveranceCompensation.  For purposes of this Section 3.03and the Plan, the term “Post-Severance Compensation” means the followingamounts paid after an Employee’s termination date. To the extent that suchamounts are paid to the Employee by the later of 21⁄2 months after the Employee’stermination date and the end of the Limitation Year that includes the Employee’stermination date, Post-Severance Compensation includes the payment of regularcompensation for services during the Employee’s regular working hours, orcompensation for services outside the Employee’s regular working hours (such as

 

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overtimeor shift differential), commissions, bonuses, or other similar payments,provided that the payment would have been paid to the Employee prior to atermination date if the Employee had continued in employment with the Employer.Such remuneration shall be included during the Limitation Year in which thePost-Severance Compensation is paid and not accrued.”

 

## **3.     Effective January 1, 2008, Section 3.03(b) of thePlan is amended by adding the following new language to the end of existingtext thereof:**

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### “Annual additions forpurposes of Code Section 415 shall not include restorative payments. Arestorative payment is a payment made to restore losses to a Plan resultingfrom actions by a fiduciary for which there is reasonable risk of liability forbreach of a fiduciary duty under ERISA or under other applicable federal orstate law, where Participants who are similarly situated are treated similarlywith respect to the payments. Generally, payments are restorative payments onlyif the payments are made in order to restore some or all of the Plan’s lossesdue to an action (or a failure to act) that creates a reasonable risk ofliability for such a breach of fiduciary duty (other than a breach of fiduciaryduty arising from failure to remit contributions to the Plan). This includespayments to the Plan made pursuant to a Department of Labor order, theDepartment of Labor’s Voluntary Fiduciary Correction Program, or acourt-approved settlement, to restore losses to the Plan on account of thebreach of fiduciary duty (other than a breach of fiduciary duty arising fromfailure to remit contributions to the Plan). Payments made to the Plan to makeup for losses due merely to market fluctuations and other payments that are notmade on account of a reasonable risk of liability for breach of a fiduciaryduty under ERISA are not restorative payments and generally constitutecontributions that are considered annual additions.

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### Annual additions forpurposes of Code Section 415 of the Code shall not include: (1) Thedirect transfer of a benefit or employee contributions from a qualified plan tothis Plan; (2) Rollover contributions (as described in Code Sections401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repaymentsof loans made to a Participant from the Plan; and (4) Repayments ofamounts described in Code Section 411(a)(7)(B) (in accordance withCode Sections 411(a)(7)(C)) and 411(a)(3)(D) or repayment of contributionsto a governmental plan (as defined in Code Section 414(d) ) asdescribed in Code Section 415(k)(3), as well as Employer restorations ofbenefits that are required pursuant to such repayments.

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### Notwithstanding anyprovision of the Plan to the contrary, Annual Additions shall be determinedconsistent with Code Section 415 and the regulations promulgatedthereunder.”

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## **4.     Effective January 1, 2008, Section 3.03(e) of thePlan is amended by adding the following new language to the end of existingtext thereof:**

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### “Notwithstanding thepreceding, if for any Limitation Year the Annual Additions allocated to aParticipant’s Account exceeds the maximum permissible amount as set forth in Section 8.1,then such excessive Annual Additions shall be corrected as allowed underapplicable 

 

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### guidance, including the Employee PlansCompliance Resolution System (“EPCRS”) that is issued by the Internal RevenueService.”

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## **5.     Effective January 1, 2008, Section 3.03(d) of thePlan is amended by adding the following new language to the end of existingtext thereof:**

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“TheEmployer may contribute under another Related Defined Contribution Plan inaddition to its contributions under this Plan. If the Administrator allocated an excess amount to an Account on a datewhich coincides with an allocation of the other Related Defined ContributionPlan, the Administrator will attribute the total excess amount allocated as ofsuch date to any other qualified plan maintained by the Employer unless theAdministrator determines otherwise or applicable law prohibits such allocationto the other qualified plan maintained by the Employer.  For purposes of applying the limitations thatare applicable to a Participant for a particular Limitation Year under theprovisions of this Section and Code Section 415(c), the Employershall aggregate all Related Defined Contribution Plan in accordance with therequirements set forth in Section 1.415(f)-1 of the Regulations. “

 

## **6.     Effective January 1, 2008, Section 7.10 of the Plan isamended by adding the following new language to the end of existing textthereof:**

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### “(i)          Effective January 1, 2007, the term “Eligible RolloverDistribution” means any distribution, other than a distribution described in **Section 7.10(a)**, of all or any portion of the balanceto the credit of:

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### (A)          anEligible Distributee, or

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### (B)           subjectto **Section 7.10(a)**, a Beneficiary whois not the surviving spouse of the Participant, if the distribution is made inaccordance with Code Section 402(c)(11).

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### (ii)           Notwithstanding **Section 7.10(a)**,the term “Eligible Rollover Distribution” does not include:

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### (A)  any distribution that is one of aseries of substantially equal periodic payments (not less frequently thanannually) made for:

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### (1)           thelife (or life expectancy) of the Eligible Distributee or a nonspouse Beneficiary,or the joint lives (or joint life expectancies) of the Eligible Distributee andthe Eligible Distributee’s Beneficiary; or

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### (2)           aspecified period of ten (10) years or more;

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### (B)  any distribution to the extent suchdistribution is required under Code Section 401(a)(9); or

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### (C)  any hardship distribution from anyqualified plan.

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### A portion of a distribution shall not fail to be an Eligible RolloverDistribution merely because the portion consists of after-tax employeecontributions which are not includible in gross income.  However, such 

 

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### portion may be transferred only to an individual retirement account orannuity described in Code Section 408(a) or (b) or to aqualified defined contribution plan described in Code Section 401(a) or403(a) of the Code or to an annuity contract described in Code Section 403(b) that agrees to separately account for amounts so transferred, includingseparately accounting for the portion of such distribution which is includiblein gross income and the portion of such distribution which is not soincludible.”

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## **7.     Effective January 1, 2008, Section 7.10(b) of thePlan is amended by adding the following new language to the end of existingtext thereof:**

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### “(i)          Effective January 1, 2008, the term “EligibleRetirement Plan” means any of the following that accepts an Eligible RolloverDistribution: (i)  an individual retirement account described in Code Section 408(a);(ii)  an individual retirement annuity described in Code Section 408(b) (otherthan an endowment contract); (iii) a qualified plan described in Code Section 401(a);(iv)  an annuity plan described in Code Section 403(a); (v)  anannuity contract described in Code Section 403(b); (vi)  an eligibledeferred compensation plan described in Code Section 457(b) which ismaintained by an eligible employer described in Code Section 457(b) and which agrees to separately account foramounts transferred into such plan from this Plan; or (vii) effective for distributions made after December 31,2007, a Roth IRA described in section 408A of the Code.

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(ii)           Notwithstanding anything containedherein to the contrary, in the case of an Eligible Rollover Distribution to a Beneficiary who is not the Participant’ssurviving spouse or a spouse or former spouse who is an Alternate Payeeunder a qualified domestic relations order, as defined in Code Section 414(p), an Eligible Retirement Plan only means (i) an individual retirement account described in Code Section 408(a); or (ii) an individual retirement annuity described in Code Section 408(b) (otherthan an endowment contract), either of which is established for the purpose ofreceiving the distribution on behalf of such individual as a  Beneficiary of the Participant.”

 

**IN WITNESS WHEREOF**,the Employer has caused this Amendment to be executed as of the date firstwritten above.

 

 
|   | **FARMER BROS. CO.** |
|--------|----------------------|
|   |                 |
|   |                 |
|   | /S/ JOHN E. SIMMONS  |
|   |                 |
|   | By:                  | John E. Simmons |
|   |                 | (Print Name) |
|   |                 |
|   | Treasurer            |
|   | Title                |

 

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