**Exhibit 10.15**

 

**AMENDMENT NO. 1toEMPLOYMENT AGREEMENT**

 

**THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT**(this “Amendment”) is dated as of December 31, 2008, by and between FarmerBros. Co., a Delaware corporation (the “Company”), and Drew H. Webb (“Webb”).

 

**WHEREAS**, Webb iscurrently employed by the Company pursuant to that certain EmploymentAgreement, dated as of March 3, 2008 (the “Agreement”); and

 

**WHEREAS**, the Companyand Webb desire to amend the Agreement, as provided herein, to incorporatecertain changes deemed advisable in light of Section 409A of the U.S.Internal Revenue Code.

 

**NOW, THEREFORE**, theparties agree as follows:

 

# 1.             Thelast paragraph of Section 7B of the Agreement is hereby amended andrestated to read in its entirety as follows:

#  

“ “Good Reason”shall consist only of (i) the Company’s material breach of this Agreement,(ii) a material reduction in Webb’s responsibilities, duties or authority,or (iii) a material relocation of Webb’s principal place of employmentmore than fifty (50) miles from its present location; provided, however, thatany such condition shall not constitute “Good Reason” unless both (x) Webbprovides written notice to the Company describing the condition claimed toconstitute Good Reason in reasonable detail within ninety (90) days of theinitial existence of such condition, and (y) the Company fails to remedysuch condition within thirty (30) days of receiving such written noticethereof; and provided, further, that in all events the termination of Webb’semployment with the Company shall not be treated as a termination for “GoodReason” unless such termination occurs not more than one (1) yearfollowing the initial existence of the condition claimed to constitute “GoodReason.” ”

 

# 2.             Section 8Bof the Agreement is hereby amended and restated to read in its entirety asfollows:

#  

## “B.          If termination occurs at the electionof the Company without Cause or by Webb’s resignation with Good Reason:  Webb will receive as severance (i) anamount equal to his base salary at the rate in effect on the date oftermination for a period of one (1) year, (ii) partially Company-paidCOBRA coverage under the Company’s health care plan for himself and his spousefor one (1) year after the effective termination date (the Company willpay the same percentage of the coverage cost that it would have paid had Webb’semployment not terminated) and (iii) anamount equal to one hundred percent (100%) of Webb’s Target Award for thefiscal year in which the date of termination occurs (or, if no Target Award hasbeen assigned to Webb as of the date of termination, the average bonus paid bythe Company to Webb for the last three (3) completed fiscal years or forthe number of completed fiscal years that Webb has been in the employ of

 

1

----

 

## the Company if fewer than three, priorto the termination date), such amount to be prorated for the partial fiscalyear in which the termination occurs.  Webb is notobligated to seek other employment as a condition to receipt of the paymentscalled for by this Section 8B, and Webb’s earnings, income or profits fromother employment or business activities after termination of his employmentshall not reduce the Company’s payment obligations under this Section 8B.  Subject to Section 8C and Section 12K(ii),the amount referred to in clause (i) above shall be paid in installments inaccordance with the Company’s standard payroll practices commencing in themonth following the month in which Webb’s Separation from Service occurs, and theamount referred to in clause (iii) above shall be paid in alump sum within thirty (30) days after the end of the Company’s fiscal year inwhich Webb’s Separation from Service occurs.  As used herein, a “Separationfrom Service” occurs when Webb dies, retires, or otherwise has a termination ofemployment with the Company that constitutes a “separation from service” withinthe meaning of Treasury Regulation Section 1.409A-1(h)(1), without regardto the optional alternative definitions available thereunder.”

##  

# 3.             Section 8Cof the Agreement is hereby amended and restated to read in its entirety asfollows:

#  

“C.          As a condition to receiving the severancepayments under Section 8B above, Webb must execute and deliver to theCompany within twenty-one (21) days following the termination of his employment(or such longer period as may be required under applicable law) a generalrelease of claims against the Company other than claims to the payments calledfor by this Agreement, such release to be in form and content substantially asattached hereto as Exhibit A, and said release shall have become effectiveunder applicable laws, including the Age Discrimination in Employment Act of1967, as amended.”

 

# 4.             Anew Section 12K is hereby added to the Agreement to read in its entiretyas follows:

#  

“K**          **Section 409A.

 

(i)                                     It is intended that any amounts payable underthis Agreement shall either be exempt from or comply with Section 409A ofthe Code (including the Treasury regulations and other published guidancerelating thereto) (“Code Section 409A”) so as not to subject Webbto payment of any additional tax, penalty or interest imposed under Code Section 409A.  The provisions of this Agreement shall beconstrued and interpreted to avoid the imputation of any such additional tax,penalty or interest under Code Section 409A yet preserve (to the nearestextent reasonably possible) the intended benefit payable to Webb.

 

(ii)                                  Notwithstanding anyprovision of this Agreement to the contrary, if Webb is a “specified employee”within the meaning of Treasury Regulation Section 1.409A-1(i) as ofthe date of Webb’s Separation from Service, Webb shall not be entitled to anypayment or benefit pursuant to 

 

2

----

 

Section 8B until the earlier of (i) the date which is six (6) monthsafter Webb’s Separation from Service for any reason other than death, or (ii) thedate of Webb’s death.  Any amountsotherwise payable to Webb upon or in the six (6) month periodfollowing Webb’s Separation from Service that are not so paid by reason of thisSection 12K(ii) shall be paid (without interest) as soon aspracticable (and in all events within thirty (30) days) after the datethat is six (6) months after Webb’s Separation from Service (or, ifearlier, as soon as practicable, and in all events within thirty (30)days, after the date of Webb’s death). The provisions of this Section 12K(ii) shall only apply if,and to the extent, required to avoid the imputation of any tax, penalty orinterest pursuant to Code Section 409A.

 

(iii)                               To the extent that anybenefits pursuant to Section 8B(ii) or reimbursements pursuant to Section 6or Section 12J are taxable to Webb, any reimbursement payment due to Webbpursuant to any such provision shall be paid to Webb on or before the last dayof Webb’s taxable year following the taxable year in which the related expensewas incurred.  The benefits andreimbursements pursuant to such provisions are not subject to liquidation orexchange for another benefit and the amount of such benefits and reimbursementsthat Webb receives in one taxable year shall not affect the amount of suchbenefits or reimbursements that Webb receives in any other taxable year.”

 

# 5.             Exceptas expressly modified herein, the Agreement shall remain in full force andeffect in accordance with its original terms.

#  

# 6.             Capitalizedterms that are not defined herein shall have the meanings ascribed to them inthe Agreement.

#  

# 7.             ThisAmendment may be executed in one or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.

#  

*[Remainder of page intentionallyleft blank]*

 

3

----

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executedand delivered on the day and year first above written.

 
|   | FARMER BROS. CO.                                                                                |
|--------|-------------------------------------------------------------------------------------------------|
|   |                                                                                            |
|   |                                                                                            |
|   | By:                                                                                             |      /s/ Roger M. Laverty III |
|   |        Roger M. Laverty III                                  |
|   |        Chief Executive Officer                               |
|   |                                                                                            |
|   |                                                                                            |
|   | WEBB                                                                                            |
|   |                                                                                            |
|   |                                                                                            |
|   |              /s/  Drew H. Webb |
|   | Drew H. Webb                                                                                    |

 

4

----