**Exhibit 10.10**

 

**FORM OF AMENDMENT NO. 1 toCHANGE IN CONTROL SEVERANCE AGREEMENT**

**FOREXECUTIVE OFFICERS**

 

**THIS AMENDMENT NO. 1 TO CHANGE INCONTROL SEVERANCE AGREEMENT** (this “Amendment”) is dated as of December 31, 2008, by andbetween Farmer Bros. Co., a Delaware corporation (the “Company”), and **[                        ]**(the “Executive”).

 

**WHEREAS**, theExecutive and the Company are parties to that certain Change in ControlSeverance Agreement for Executive Officers, dated as of **[                    **,200    **]** (the “Agreement”);and

 

**WHEREAS**, the Executiveand the Company desire to amend the Agreement, as provided herein, toincorporate certain changes deemed advisable in light of Section 409A ofthe U.S. Internal Revenue Code.

 

**NOW,THEREFORE**, the parties agree as follows:

 

# 1.            Section 2(j) of theAgreement is hereby amended and restated to read in its entirety as follows:

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

 

# 2.            Section 2(m) of theAgreement is hereby amended and restated to read in its entirety as follows:

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“(m)        Resignation for GoodReason shall mean a termination of the Executive’s employment by theExecutive due to:

 

(i)             asignificant reduction of the Executive’s responsibilities, duties or authority;

 

(ii)            amaterial reduction in the Executive’s Base Salary; or

 

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

 

provided, however, that any such condition shall not constitute “GoodReason” unless both (x) the Executive provides written notice to theCompany describing the condition claimed to constitute Good Reason inreasonable detail within ninety (90) days of the initial existence of suchcondition, and (y) the Company fails to remedy such condition withinthirty (30) days of receiving such written notice thereof; and provided,further, that in all events the termination of the Executive’s employment withthe Company shall not be treated as a termination for “Good Reason” unless suchtermination occurs not more than one (1) year

 

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following the initial existence of the condition claimed to constitute “GoodReason.” ”

 

# 3.            Section 3(b) of theAgreement is hereby amended and restated to read in its entirety as follows:

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“(b)         A Threatened Change in Control occursand the Executive’s employment is Involuntarily Terminated or terminated byResignation for Good Reason during the Threatened Change in Control Period.”

 

# 4.            Section 4(a) of theAgreement is hereby amended and restated to read in its entirety as follows:

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## “(a)         The Executive will receive as severance an amount equal tohis Base Salary at the rate in effect on the date of termination for a periodof twenty-four (24) months, such payment to be made in installments inaccordance with the Company’s standard payroll practices, such installments tocommence, subject to Section 9(j)(ii), in the month following the month inwhich the Executive’s Separation from Service occurs.  The Executive shall also receive apayment equal to one hundred percent (100%) of the Executive’s target Bonus forthe fiscal year in which the date of termination occurs (or, if no target Bonushas been assigned to the Executive as of the date of termination, the averageBonus paid by the Company to the Executive for the last three (3) completedfiscal years prior to the termination date), such payment to be made, subjectto Section 9(j)(ii), in a lump sum within thirty (30) days after the endof the Company’s fiscal year in which the Executive’s date of terminationoccurs.  As used herein, a “Separationfrom Service” occurs when the Executive dies, retires, or otherwise has atermination of employment with the Company that constitutes a “separation fromservice” within the meaning of Treasury Regulation Section 1.409A-1(h)(1),without regard to the optional alternative definitions available thereunder.”

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# 5.             A new Section 9(j) ishereby added to the Agreement to read in its entirety as follows:

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“(j)**         **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 theExecutive to payment of any additional tax, penalty or interest imposed underCode Section 409A.  The provisionsof this Agreement shall be construed and interpreted to avoid the imputation ofany such additional tax, penalty or interest under Code Section 409A yetpreserve (to the nearest extent reasonably possible) the intended benefitpayable 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 

 

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Separation from Service, theExecutive shall not be entitled to any payment or benefit pursuant to Section 4until the earlier of (i) the date which is six (6) months after theExecutive’s Separation from Service for any reason other than death, or (ii) thedate of the Executive’s death.  Anyamounts otherwise payable to the Executive upon or in the six (6) monthperiod following the Executive’s Separation from Service that are not so paidby reason of this Section 9(j)(ii) shall be paid (without interest)as soon as practicable (and in all events within thirty (30) days) afterthe date that is six (6) months after the Executive’s Separation fromService (or, if earlier, as soon as practicable, and in all events withinthirty (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)                               Tothe extent that any benefits or reimbursements pursuant to Section 4(c) orSection 4(d) are taxable to the Executive, any reimbursement paymentdue to the Executive pursuant to any such provision shall be paid to theExecutive on or before the last day of the Executive’s taxable year followingthe taxable year in which the related expense was incurred.  The benefits and reimbursements pursuant to suchprovisions are not subject to liquidation or exchange for another benefit andthe amount of such benefits and reimbursements that the Executive receives inone taxable year shall not affect the amount of such benefits or reimbursementsthat the Executive receives in any other taxable year.”

 

# 6.             Except as expressly modifiedherein, the Agreement shall remain in full force and effect in accordance withits original terms.

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# 7.             Capitalized terms that are notdefined herein shall have the meanings ascribed to them in the Agreement.

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# 8.             This Amendment may be executed inone or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the partieshave caused this Amendment to be duly executed and delivered on the day andyear first above written.

 
|   | FARMER BROS. CO. |
|--------|------------------|
|   |             |
|   |             |
|   | By:              |   |
|   |             | [Name] |
|   |             | [Title] |
|   |             |
|   |             |
|   | EXECUTIVE        |
|   |             |
|   |             |
|   | [Name]           |

 

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