**Exhibit 10.28**

 

**[FORM OFEXECUTIVE OFFICER]**

**CHANGEIN CONTROL SEVERANCE AGREEMENT**

 

THIS CHANGE IN CONTROLSEVERANCE AGREEMENT (this “Agreement”), effective as of                             ,              (the “Effective Date”), is made by and between FARMER BROS. CO., aDelaware corporation (the “Company”), and                                 (the “Executive”).

 

WHEREAS, the Companyconsiders it essential to foster the continued employment of well qualified,senior executive management personnel; and

 

WHEREAS, the Company hasdetermined that appropriate steps should be taken to foster such continuedemployment by setting forth the benefits and compensation to be awarded to suchpersonnel in the event of a voluntary or involuntary termination within the meaningof this Agreement; and

 

WHEREAS, the Company furtherrecognizes that the possibility of a Change in Control of the Company existsand that such possibility, and the uncertainty and questions that it may raiseamong executive management, may result in the departure or distraction ofexecutive personnel to the detriment of the Company; and

 

WHEREAS, the Company hasfurther determined that appropriate steps should be taken to reinforce andencourage the continued attention and dedication of members of the Company’sexecutive management, including the Executive, to their assigned duties withoutdistraction in the face of potentially disturbing circumstances arising fromthe possibility of a Change in Control;

 

NOW, THEREFORE, inconsideration of the premises and the mutual covenants herein contained, theCompany and the Executive hereby agree as follows:

 

1.                                       Term ofAgreement.  The term ofthis Agreement shall commence as of the date hereof and expire on the close ofbusiness on                                       ,20       ; provided, however, that (i) commencingon January 1,                            and each January 1 thereafter, the term of this Agreement willautomatically be extended for an additional year unless, not later than September 30of the immediately preceding year, the Company (provided no Change in Controlhas occurred and no Threatened Change in Control is pending) or the Executiveshall have given notice that it or the Executive, as the case may be, does notwish to have the Term extended; (ii) if, prior to a Change in Control, theExecutive ceases for any reason to be an employee of the Company, thereuponwithout further action the Term shall be deemed to have expired and thisAgreement will immediately terminate and be of no further effect.

 

2.                                       Definitions

 

(a)                                  “Base Salary”shall mean the Executive’s salary, which excludes Bonuses, at the rate ineffect when an event triggering benefits under Section 3 of this Agreementoccurs.

 

(b)                                 “BeneficialOwner” or “Beneficial Ownership” shall have the meaning ascribed tosuch term in Rule 13d-3 of the Exchange Act.

 

(c)                                  “Board”or “Board of Directors” shall mean the Board of Directors of FarmerBros. Co., or its successor.

 

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(d)                                 “Bonus(es)”shall mean current cash compensation over and above Base Salary whether awardedunder the Company’s Incentive Compensation Plan or otherwise awarded.

 

(e)                                  “Cause”shall mean:

 

(i)                                     the Executive’smaterial fraud, malfeasance, or gross negligence, willful and material neglectof Executive’s employment duties or Executive’s willful and material misconductwith respect to business affairs of the Company or any subsidiary of theCompany or

 

(ii)                                  Executive’sconviction of or failure to contest prosecution for a felony or a crimeinvolving moral turpitude.

 

A termination of Executive for “Cause” basedon clause (i) of the preceding sentence can be made only by delivery toExecutive of a resolution duly adopted by the affirmative vote of not less thanthree quarters of the Board then in office at a meeting of the Board called andheld for such purpose, after reasonable notice to the Executive and anopportunity for the Executive, together with the Executive’s counsel (if theExecutive chooses to have counsel present at such meeting), to be heard beforethe Board, finding that, in the good faith opinion of the Board, the Executivehad committed an act constituting “Cause” as herein defined and specifying theparticulars thereof in detail.  Nothing herein will limit the right of theExecutive or [his/her] beneficiaries to contest the validity or propriety ofany such determination.   A termination for Cause based on clause (ii) aboveshall take effect immediately upon giving of the termination notice. No act oromission shall be deemed “willful” if it was due primarily to an error injudgment or ordinary negligence.

 

(f)                                    “Change inControl” shall mean:

 

(i)                                     An acquisitionby any Person (as such term is defined in Section 3(a)(9) of theExchange Act and used in Sections 13(d) and 14(d) thereof, includinga “group” as defined in Section 13(d) thereof) of BeneficialOwnership of the Shares then outstanding (the “Company Shares Outstanding”)or the voting securities of the Company then outstanding entitled to votegenerally in the election of directors (the “Company Voting SecuritiesOutstanding”), if such acquisition of Beneficial Ownership results in thePerson beneficially owning (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) fifty percent (50%) or more of the Company SharesOutstanding or fifty percent (50%) or more of the combined voting power of theCompany Voting Securities Outstanding; excluding, however, any such acquisitionby a trustee or other fiduciary holding such Shares under one or more employeebenefit plans maintained by the Company or any of its subsidiaries; or

 

(ii)                                  The approval ofthe stockholders of the Company of a reorganization, merger, consolidation,complete liquidation, or dissolution of the Company, the sale or disposition ofall or substantially all of the assets of the Company or any similar corporatetransaction (in each case referred to in this Section 2(f) as a “CorporateTransaction”), other than a Corporate Transaction that would result in theoutstanding common stock of the Company immediately prior thereto continuing torepresent (either by remaining outstanding or by being converted into commonstock of the surviving entity or a parent or affiliate thereof) at least fiftypercent (50%) of the outstanding common stock of the Company or such survivingentity or parent or affiliate thereof immediately after such CorporateTransaction; provided, however, if the consummation of such CorporateTransaction is subject, at the time of such approval by stockholders, to theconsent of any government or governmental agency, the Change in Control shallnot occur until the obtaining of such consent (either explicitly orimplicitly); or

 

(iii)                               A change in thecomposition of the Board such that the individuals who, as of the Effective Date,constitute the Board (such Board shall be hereinafter referred to as the 

 

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“Incumbent Board”) cease for anyreason to constitute at least a majority of the Board; provided, however, forpurposes of this Section 2(f) that any individual who becomes amember of the Board subsequent to the Effective Date whose election, ornomination for election by the Company’s stockholders, was approved by a voteof at least a majority of those individuals who are members of the Board andwho were also members of the Incumbent Board (or deemed to be such pursuant tothis proviso) shall be considered as though such individual were a member ofthe Incumbent Board; but, provided, further, that any such individual whose initialassumption of office occurs as a result of either an actual or threatenedelection contest (as such terms are used in Rule 14a-11 of Regulation 14Apromulgated under the Exchange Act, including any successor to such Rule), orother actual or threatened solicitation of proxies or consents by or on behalfof a Person other than the Board, shall not be so considered as a member of theIncumbent Board.

 

(g)                                 “Code”shall mean the Internal Revenue Code of 1986, as amended from time to time.

 

(h)                                 “Disability”shall mean the Executive’s inability as a result of physical or mentalincapacity to substantially perform [his/her] duties for the Company on afull-time basis for a period of six (6) months.

 

(i)                                     “ExchangeAct” shall mean the Securities Exchange Act of 1934, as amended from timeto time, or any successor act thereto.

 

(j)                                     “InvoluntaryTermination” shall mean a termination of the Executive’s employment by theCompany that occurs for reasons other than for Cause, Disability or death.

 

(k)                                  “ThreatenedChange in Control” shall mean any bona fide pending tender offer for anyclass of the Company’s outstanding Shares, or any pending bona fide offer toacquire the Company by merger or consolidation, or any other pending action orplan to effect, or which would lead to, a Change in Control of the Company asdetermined by the Incumbent Board. A Threatened Change in Control Period shallcommence on the first day the actions described in the preceding sentencebecome manifest and shall end when such actions are abandoned or the Change inControl occurs.

 

(l)                                     “Shares”shall mean the shares of common stock of the Company.

 

(m)                               “Resignationfor Good Reason” shall mean a termination of the Executive’s employment bythe Executive due to:

 

(i)                                     a significantreduction of the Executive’s responsibilities, duties or authority;

 

(ii)                                  a materialreduction in the Executive’s Base Salary; or

 

(iii)                               aCompany-required material relocation of the Executive’s principal place ofemployment;

 

provided, however, that anysuch condition shall not constitute “Good Reason” unless both (x) theExecutive provides written notice to the Company describing the conditionclaimed to constitute Good Reason in reasonable detail within ninety (90) daysof the initial existence of such condition, and (y) the Company fails toremedy such condition within thirty (30) days of receiving such written noticethereof; and provided, further, that in all events the termination of theExecutive’s employment with the Company shall not be treated as a terminationfor “Good Reason” unless such 

 

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termination occurs not more than one (1) yearfollowing the initial existence of the condition claimed to constitute “GoodReason.

 

3.                                       Events ThatTrigger Benefits Under This Agreement.  The Executive shall be eligible for thecompensation and benefits described in Section 4 of this Agreement asfollows:

 

(a)                                  A Change inControl occurs and Executive’s employment is Involuntarily Terminated orterminated by Resignation for Good Reason within twenty-four (24) monthsfollowing the occurrence of the Change in Control; or

 

(b)                                 A ThreatenedChange in Control occurs and the Executive’s employment is InvoluntarilyTerminated or terminated by Resignation for Good Reason during the ThreatenedChange in Control Period.

 

4.                                       Benefits UponTermination.  If theExecutive becomes eligible for benefits under Section 3 above, the Companyshall pay or provide to the Executive the following compensation and benefits:

 

(a)                                  Salary.  The Executive will receive as severance anamount equal to [his/her] Base Salary at the rate in effect on the date oftermination for a period of twenty-four (24) months, such payment to be made ininstallments in accordance with the Company’s standard payroll practices, suchinstallments to commence, subject to Section 9(j)(ii), in the monthfollowing the month in which the Executive’s Separation from Serviceoccurs.  The Executive shall also receivea payment equal to one hundred percent (100%) of the Executive’s target Bonusfor the fiscal year in which the date of termination occurs (or, if no targetBonus has been assigned to the Executive as of the date of termination, theaverage Bonus paid by the Company to the Executive for the last three (3) completedfiscal years or for the number of completed fiscal years that Executive hasbeen in the employ of the Company if fewer than three, prior to the terminationdate), such payment to be made, subject to Section 9(j)(ii), in a lump sumwithin thirty (30) days after the end of the Company’s fiscal year in which theExecutive’s date of termination occurs. As used herein, a “Separation from Service” occurs when theExecutive dies, retires, or otherwise has a termination of employment with theCompany that constitutes a “separation from service” within the meaning ofTreasury Regulation Section 1.409A-1(h)(1), without regard to the optionalalternative definitions available thereunder.

 

(b)                                 Qualified andNon-Qualified Plan Coverage.  Subject to the eligibility provisions of theplans, the Executive shall continue to participate in the tax-qualified andnon-qualified retirement, savings and employee stock ownership plans of theCompany during the twenty four (24) month period following the Executive’s dateof termination unless the Executive commences Employment prior to the end ofthe twenty four (24) month period, in which case, such participation shall endon the date of [his/her] new employment. The Executive shall inform the Companypromptly upon commencing new employment.

 

(c)                                  Health, Dental,and Life Insurance Coverage.  The health, dental, and life insurancebenefits coverage provided to the Executive at [his/her] date of terminationshall be continued by the Company during the twenty-four (24) month periodfollowing the Executive’s date of termination unless the Executive commencesemployment prior to the end of the twenty four (24) month period and qualifiesfor substantially equivalent insurance benefits with the Executive’s newemployer , in which case, such insurance coverages shall end on the date ofqualification.  The Executive shall inform the Company promptly of[his/her] qualification for any of such insurance coverages.  . TheCompany shall provide for such insurance coverages at its expense at the same leveland in the same manner as if the Executive’s employment had not terminated(subject to the customary changes in such coverages if the 

 

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Executive retires under a Company retirementplan, reaches age 65, or similar events and subject to Executive’s right tomake any changes in such coverages that an active employee is permitted tomake). Any additional coverages the Executive had at termination, includingdependent coverage, will also be continued for such period on the same terms,to the extent permitted by the applicable policies or contracts. Any costs theExecutive was paying for such coverages at the time of termination shall bepaid by the Executive by separate check payable to the Company each month inadvance. If the terms of any benefit plan referred to in this Section donot permit continued participation by the Executive, the Company will arrangefor other coverage at its expense providing substantially similar benefits. Ifthe Executive is covered by a split-dollar or similar life insurance program atthe date of termination, [he/she] shall have the option in [his/her] solediscretion to have such policy transferred to him upon termination, providedthat the Company is paid for its interest m the policy upon such transfer.

 

(d)                                 OutplacementServices.  The Companyshall provide the Executive with outplacement services by a firm selected bythe Executive, at the expense of the Company, in an amount up to $25,000.

 

(e)                                  No MitigationObligation.  The Companyhereby acknowledges that it will be difficult and may be impossible for theExecutive to find reasonably comparable employment following termination ofExecutive’s employment by the Company and that the non-solicitation covenantcontained in Section 6 may further limit the employment opportunities forthe Executive.  Accordingly, the payment of the compensation and benefitsby the Company to the Executive in accordance with the terms of this Agreementis hereby acknowledged by the Company to be reasonable, and the Executive willnot be required to mitigate the amount of any payment provided for thisAgreement by seeking other employment or otherwise, nor will any profits,income, earnings or other benefits from any source whatsoever create anymitigation, offset, reduction or any other obligation on the part of theExecutive hereunder or otherwise, except as expressly provided in the firstsentence of Section 4(c).

 

5.                                       ParachutePayments. Notwithstanding anything contained in this Agreement to the contrary, inthe event that the compensation and benefits provided for in this Agreement toExecutive together with all other payments and the value of any benefitreceived or to be received by Executive:

 

(a)                                  constitute “parachutepayments” within the meaning of Section 280G of the Code, and

 

(b)                                 but for thisSection, would be subject to the excise tax imposed by Section 4999 of theCode, the Executive’s compensation and benefits pursuant to the terms of thisAgreement shall be payable either:

 

(i)                                     in full, or

 

(ii)                                  in such lesseramount which would result in no portion of such compensation and benefits beingsubject to excise tax under Section 4999 of the Code, whichever of theforegoing amounts, taking into account the applicable federal, state and localincome taxes and the excise tax imposed by Section 4999, results in thereceipt by Executive on an after-tax basis, of the greatest amount ofcompensation and benefits under this Agreement, notwithstanding that all orsome portion of such compensation and benefits may be subject to the excise taximposed under Section 4999 of the Code.  Unless the Company andExecutive otherwise agree in writing, any determination required under this Section 5shall be made in writing by the Company’s independent public accountants servingimmediately before the Change in Control (the “Accountants”), whosedetermination shall be conclusive and binding upon Executive and the Companyfor all purposes.  For purposes of making the calculations required bythis Section 5, the Accountants may make reasonable assumptions andapproximations 

 

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concerning applicable taxes and may rely onreasonable good faith interpretations concerning the applications of Section 280Gand 4999 of the Code.  The Company shall cause the Accountants to providedetailed supporting calculations of its determination to Executive and theCompany.  Executive and the Company shall furnish to the Accountants suchinformation and documents as the Accountants may reasonably request in order tomake a determination under this Section. The Company shall bear all costs theAccountants may reasonably incur in connection with any calculationscontemplated by this Section 5.

 

6.                                       Obligation Notto Solicit

 

(a)                                  Executivehereby agrees that while Executive is receiving compensation and benefits underthis Agreement, Executive shall not in any manner attempt to induce or assistothers to attempt to induce any officer, employee, customer or client of theCompany to terminate its association with the Company, nor do anything directlyor indirectly to interfere with the relationship between the Company and anysuch persons or concerns.

 

(b)                                 In the eventthat the Executive engages in any activity in violation of Section 6(a),all compensation and benefits described in Section 4 shall immediatelycease.

 

7.                                       Confidentiality.  The terms of this Agreement are to be of thehighest confidentiality. In order to insure and maintain such confidentiality,it is agreed that neither party, including all persons and entities under aparty’s control, shall, directly or indirectly, publicize or disclose to thirdpersons the terms of this Agreement or the substance of negotiations withrespect to it; provided, however, that nothing herein shall be construed to preventdisclosures which are reasonably necessary to enforce the terms of thisAgreement or which are otherwise required by law to be made to governmentalagencies or others; moreover, nothing herein shall be construed to prevent theparties hereto, or their attorneys, from making such disclosures for legitimatebusiness purposes to their respective insurers, financial institutions,accountants and attorneys or, in the case of a corporation, limited liabilitycompany or partnership, to its respective officers, directors, employees,managers, members and agents or any of its respective subsidiaries, group ordivisions, provided that each such recipient of such disclosures agrees to bebound by the requirements concerning disclosure of confidential information asset forth in this Paragraph 7.

 

8.                                       Settlement ofDisputes; Arbitration

 

(a)                                  All disputesarising under or in connection with this Agreement, shall be submitted tobinding arbitration in Los Angeles County before an arbitrator selected bymutual agreement of the parties.  If the parties are unable to agreemutually on an arbitrator within thirty (30) days after a written demand forarbitration is made, the matter shall be submitted to JAMS/ENDISPUTE (“JAMS”)or successor organization for binding arbitration in Los Angeles County by asingle arbitrator who shall be a former California Superior Court judge. The arbitrator shall be selected by JAMS in an impartial manner determined byit.  Except as may be otherwise provided herein, the arbitration shall beconducted under the California Arbitration Act, Code of Civil Procedure §1280et seq.  The parties shall have the discovery rights provided in Code ofCivil Procedure §§1283.05 and 1283.1.  The arbitration hearing shall becommenced within ninety (90) days of the appointment of the arbitrator, and adecision shall be rendered by the arbitrator within thirty (30) days of theconclusion of the hearing.  The arbitrator shall have complete authorityto render any and all relief, legal and equitable, appropriate under Californialaw, including the award of punitive damages where legally available andwarranted.  The arbitrator shall award costs of the proceeding, includingreasonable attorneys’ fees, to the party or parties determined to havesubstantially prevailed, but such award for attorneys’ fees shall not exceedOne Hundred Thousand Dollars ($100,000).  Judgment on the award can beentered in a court of competent jurisdiction.

 

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(b)                                 The foregoingnotwithstanding, if the amount in controversy exceeds $200,000, exclusive ofattorneys’ fees and costs, the matter shall be litigated in the Los AngelesCounty Superior Court as a regular civil action except that a former CaliforniaSuperior Court Judge selected by JAMS in an impartial manner shall be appointedas referee to determine, sitting without a jury (a jury being waived by allparties hereto), all issues pursuant to California Code of Civil Procedure§638(1).  Judgment entered on the decision of the referee shall beappealable as a judgment of the Superior Court.  The prevailing partyshall be entitled to receive its reasonable attorneys’ fees and costs from theother party, but such award for attorneys’ fees shall not exceed One HundredThousand Dollars ($100,000).

 

9.                                       Miscellaneous

 

(a)                                  Notices. Anynotice or other communication required or permitted under this Agreement shallbe effective only if it is in writing and shall be deemed to have been dulygiven when delivered personally or seven days after mailing if mailed firstclass by registered or certified mail, postage prepaid, addressed as follows:

 

If to the Company:                                           Farmer Bros. Co

20333South Normandie Avenue

Torrance,CA  90502

Attn:Chief Executive Officer

 

with a copy to:                                                               John M. Anglin, Esq.

Anglin,Flewelling, Rasmussen, Campbell & Trytten LLP

199South Los Robles Avenue, Suite 600

Pasadena,CA  91101-2459

 

Ifto the Executive:

 

 

 

or to such other address as any party maydesignate by notice to the others.

 

(b)                                 Assignment.  This Agreement shall inure to the benefit ofand shall be binding upon the parties hereto and their respective executors,administrators, heirs, personal representatives, and successors, but, except ashereinafter provided, neither this Agreement nor any right hereunder may be assignedor transferred by either party thereto, or by any beneficiary or any otherperson, nor be subject to alienation, anticipation, sale, pledge, encumbrance,execution, levy, or other legal process of any kind against the Executive,[his/her] beneficiary or any other person. Notwithstanding the foregoing, anyperson or business entity succeeding to substantially all of the business ofthe Company by purchase, merger, consolidation, sale of assets, or otherwise,shall be bound by and shall adopt and assume this Agreement and the Companyshall cause the assumption of this Agreement by such successor. If Executiveshall die while any amount would still be payable to Executive hereunder (otherthan amounts that, by their terms, terminate upon the death of Executive) ifExecutive had continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to theexecutors, personal representatives or administrators of Executive’s estate.

 

(c)                                  No Obligationto Fund.  The agreement of the Company(or its successor) to make payments to the Executive hereunder shall representsolely the unsecured obligation of the Company (and its successor), except tothe extent the Company (or its successors) in its sole discretion elects inwhole or in part to fund its obligations under this Agreement pursuant to atrust arrangement or otherwise.

 

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(d)                                 Applicable Law.  This Agreement shall be governed by andconstrued and enforced in accordance with the laws of the State of California,without giving effect to conflict of law principles.

 

(e)                                  Amendment.  This Agreement may only be amended by awritten instrument signed by the parties hereto, which makes specific referenceto this Agreement.

 

(f)                                    Severability.  If any provision of this Agreement shall beheld invalid or unenforceable by any court of competent jurisdiction, suchholding shall not invalidate or render unenforceable any other provisionshereof.

 

(g)                                 Withholding.  The Company shall have the right to withholdany and all local, state and federal taxes which may be withheld in accordancewith applicable law.

 

(h)                                 Other Benefits.  Nothing in this Agreement shall limit orreplace the compensation or benefits payable to Executive, or otherwiseadversely affect Executive’s rights, under any other benefit plan, program, oragreement to which Executive is a party.

 

(i)                                     EmploymentRights.  Nothing expressed or impliedin this Agreement will create any right or duty on the part of the Company orthe Executive to have the Executive remain in the employment of the Company orany Subsidiary prior to or following any Change in Control.  The Companyand Executive are parties to an Employment Agreement executed concurrently herewith. Except as provided in [Section 11] of the Employment Agreement, theprovisions of the Employment Agreement and this Agreement are cumulative.

 

(j)                                     Section 409A

 

(i)                                     It is intendedthat any amounts payable under this Agreement shall either be exempt from orcomply with Section 409A of the Code (including the Treasury regulationsand other published guidance relating thereto) (“Code Section 409A”)so as not to subject the Executive to payment of any additional tax, penalty orinterest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted toavoid the imputation of any such additional tax, penalty or interest under CodeSection 409A yet preserve (to the nearest extent reasonably possible) theintended benefit payable to the Executive.

 

(ii)                                  Notwithstandingany provision of this Agreement to the contrary, if the Executive is a “specifiedemployee” within the meaning of Treasury Regulation Section 1.409A-1(i) asof the date of the Executive’s Separation from Service, the Executive shall notbe entitled to any payment or benefit pursuant to Section 4 until theearlier of (i) the date which is six (6) months after the Executive’sSeparation from Service for any reason other than death, or (ii) the dateof the Executive’s death.  Any amountsotherwise payable to the Executive upon or in the six (6) month periodfollowing the Executive’s Separation from Service that are not so paid byreason of this Section 9(j)(ii) shall be paid (without interest) assoon as practicable (and in all events within thirty (30) days) after the datethat is six (6) months after the Executive’s Separation from Service (or,if earlier, as soon as practicable, and in all events within thirty (30) days,after the date of the Executive’s death).  The provisions of this Section 9(j)(ii) shallonly apply if, and to the extent, required to avoid the imputation of any tax,penalty or interest pursuant to Code Section 409A.

 

(iii)                               To the extentthat any benefits or reimbursements pursuant to Section 4(c) or Section 4(d) aretaxable to the Executive, any reimbursement payment due to the Executive 

 

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pursuant to any such provision shall be paidto the Executive on or before the last day of the Executive’s taxable yearfollowing the taxable year in which the related expense was incurred.  The benefits and reimbursements pursuant tosuch provisions are not subject to liquidation or exchange for another benefitand the amount of such benefits and reimbursements that the Executive receivesin one taxable year shall not affect the amount of such benefits orreimbursements that the Executive receives in any other taxable year.

 

**[SIGNATURESFOLLOW]**

 

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IN WITNESS WHEREOF, theCompany has caused this Agreement to be executed on its behalf by its dulyauthorized officers and the Executive has hereunder set [his/her] hand, as ofthe date first above written.

 
| **Company:**   | FARMER BROS. CO.,      |
|----------------|------------------------|
|           | a Delaware corporation |
|           |                   |
|           |                   |
|           | By:                    |   |
|           | Name:                  |   |
|           | Title:                 |   |
|           |                   |
|           |                   |
| **Executive:** |                   |
| * *       | *[Name of Executive]*  |

 

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**SCHEDULEOF EXECUTIVE OFFICERS**

 

Roger M. Laverty III

Drew H. Webb

John E. Simmons

Heidi L. Modaro

 

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