Exhibit 10.4

Change
in Control Agreement

 



 





THIS CHANGE IN
CONTROL AGREEMENT (this “Agreement”) is made and entered into effective as of March _____, 2013 (the “Effective
Date”), by and between STEVEN C. LEWIS (the “Employee”) and ALICO, INC., a Florida
corporation (the “Company”).


Recitals:


WHEREAS,
the Employee is a key employee of the Company; and


WHEREAS,
the Company desires to provide the Employee with certain additional compensation and benefits in the event that a Change in Control
(as defined herein) of the Company occurs.


NOW, THEREFORE,
in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:


Section
1. Definitions. Certain terms used in this Agreement shall have the meanings set forth in Appendix A attached
hereto.


Section
2. Term. This Agreement is effective as of the Effective Date and will continue in effect until December 31,
2014; provided, however, that commencing on January 1, 2015, and each January 1 thereafter, the term of this Agreement
will automatically be extended for one (1) additional year beyond the expiration date otherwise then in effect, unless at least
thirty (30) calendar days prior to any such January 1, the Company or the Employee provides the other notice that this Agreement
will not be extended; and, provided, further, that this Agreement will continue in effect beyond the termination date then in effect
for a period of eighteen (18) calendar months following a Change in Control if a Change in Control has occurred during such term.


Section
3. Change in Control Termination.


(a) If the Employee’s
employment is terminated by the Employee for Good Reason or by the Company without Cause (other than on account of the Employee’s
death or Disability), in each case within eighteen (18) months following a Change in Control, and subject to the Employee’s
execution of a release in the form attached hereto as Appendix B (“Release”) which becomes effective within
thirty (30) calendar days following the Termination Date, then the Employee shall be entitled to receive, in addition to any other
compensation or benefits to which the Employee may otherwise be entitled, aggregate payments equal to the sum of (A) the Employee’s
Base Salary for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which
the Change in Control occurs), and (B) the average amount of cash compensation, other than Base Salary, that was earned by the
Employee with respect to the three (3) fiscal years (or such fewer number of fiscal years that the Employee was employed by the
Company) prior to the fiscal year in which the Termination Date occurs, which amount shall be payable in twelve (12) monthly installments
with the first installment to be paid within thirty (30) calendar days following the Termination Date.


(b) If the Employee’s
employment is terminated by the Employee for Good Reason or by the Company without Cause (other than on account of the Employee’s
death or Disability),




    	 



    	 



    


this shall be communicated by written
notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 14. The
Notice of Termination shall specify:


		(i)	the facts and circumstances claimed to provide a basis
for Good Reason, if the Notice of Termination is given by the Employee; and



		(ii)	the applicable Termination Date.



Section
4. No Employment or Service Contract. Nothing in this Agreement is intended to provide the Employee with any
right to continue in the employ of the Company for any period of specific duration or interfere with or otherwise restrict in any
way the Employee’s rights or the rights of the Company, which rights are hereby expressly reserved by each, to terminate
the Employee’s employment at any time for any reason or no reason whatsoever, with or without Cause.


Section
5. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement shall be settled
by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes
and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of
arbitration shall be Fort Myers, Florida.


Section
6. Governing Law; Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance
with the laws of Florida without regard to conflicts of law principles. Subject to Section 5, any action or proceeding by either
of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Florida, County
of Lee. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient
forum to the maintenance of any such action or proceeding in such venue.


Section
7. Attorneys’ Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement,
or because of an alleged dispute, breach, default, claim, or misrepresentation arising out of or in connection with any of the
provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, arbitration
expenses, court costs, and other expenses, whether at trial, upon appeal, or during investigation by such prevailing party in prosecuting
or defending such arbitration, legal action or other proceeding. The prevailing party shall be entitled to recover attorneys’
fees, costs, and expenses incurred in establishing or quantifying the amount of attorneys’ fees, costs, and expenses due
to it. The costs and expenses to which the prevailing party shall be entitled pursuant to this Agreement are not limited to taxable
costs and shall include, but not be limited to, costs of experts and investigation; costs of copying documents and other materials
(whether for discovery, trial, or any other purpose); costs for electronic discovery; Westlaw, Lexis Nexis, and other electronic
research service charges; telephone charges; mailing, commercial delivery service, and courier charges; travel expenses (whether
for investigation, depositions, hearings, trial, or any other purpose); information technology support charges; any and all consultant
or expert witness fees (whether or not the consultant or expert witness prepares a court-ordered report or testifies at a deposition,
hearing, or trial); and any other costs or expenses incurred in any legal action or other proceeding as described in this paragraph.
Nothing contained herein shall be deemed to create any obligation for any party to advance fees to another party prior to the conclusion
of any proceedings.






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Section 8. Entire Agreement.
Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Employee
and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the
Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.
Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to (i) modify the terms of any outstanding
awards or benefits to Employee under the 2008 Incentive Equity Plan or the 2013 Incentive Equity Plan, the Company’s MSP
Plan or any Restricted Stock Award Agreement between Employee and the Company, or (ii) release any of Employee’s rights
to indemnification under any indemnification agreement between Employee and the Company or under the Articles of Incorporation
or bylaws of the Company or under Section 607.0850, Florida Statutes, or any of Employee’s rights to advances or reimbursement
under any directors’ and officers’ liability policies maintained by the Company.


Section
9. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or
modification is agreed to in writing and signed by the Employee and by the Chief Executive Officer of the Company. No waiver by
either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by
the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or
subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power or privilege hereunder
operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or
privilege.


Section
10. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable
only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not
affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with
any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further
agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing
such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or
all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems
warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties
expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In
any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions
are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had
not been set forth herein.


Section
11. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any Section or
paragraph.


Section
12. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument.






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Section 13. Successors and
Assigns.  This Agreement is personal to the Employee and shall not be assigned by the Employee. Any purported assignment by
the Employee shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to
any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all
of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and
assigns.


Section
14. Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall
be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties
at the addresses set forth below (or such other addresses as specified by the parties by like notice):



	 	If to the Company:	Alico, Inc.
	 	 	10070 Daniels Interstate Court
	 	 	Suite 100
	 	 	Fort Myers, FL 33913
	 	 	Attention:  Chief Executive Officer
	 	If to the Employee:	Steven C.
Lewis
	 	 	________________________
	 	 	________________________
	 	 	________________________




  


  


  


Section
15. Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal,
state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or
regulation.


Section
16. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations
of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of
the parties under this Agreement.


Section
17. Acknowledgment of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ,
UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY
TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS OR HER CHOICE BEFORE SIGNING THIS AGREEMENT.


[Signature Page Follows]




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


	 	Alico, Inc.
	 	 
	 	 
	 	By _________________________________
	 	 
	 	Name: ______________________________
	 	 
	 	Title: _______________________________
	 	 
	 	 
	 	 
	 	 
	 	 
	 	STEVEN C.
LEWIS




 




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Appendix
A




(a) “Base
Salary” means the Employee’s annual base salary, as in effect from time to time.


(b) “Board”
means the Board of Directors of the Company.


(c) “Cause”
means (i) the Employee’s willful failure to perform his duties (other than any such failure resulting from incapacity due
to physical or mental illness); (ii) the Employee’s willful failure to comply with any valid and legal directive of the Board;
(iii) the Employee’s willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially
injurious to the Company or its affiliates; (iv) the Employee’s embezzlement, misappropriation or fraud, whether or not related
to the Employee’s employment with the Company; (v) the Employee’s conviction of or plea of guilty or nolo contendere
to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;
(vi) the Employee’s willful unauthorized disclosure of Confidential Information; or (vii) any material failure by the
Employee to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment
Term, if such failure causes material harm to the Company. No act or failure to act on the part of the Employee shall be considered
“willful” unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that
the Employee’s action or omission was in the best interests of the Company. Except for a failure, breach or refusal which,
by its nature, cannot reasonably be expected to be cured, the Employee shall have ten (10) business days from the delivery of written
notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects
irreparable injury from a delay of ten (10) business days, the Company may give the Employee notice of such shorter period within
which to cure as is reasonable under the circumstances, which may include the termination of the Employee’s employment without
notice and with immediate effect.


(d) “Change
in Control” means (i) any time at which individuals who, as of the date hereof, constitute the board of directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board; (ii) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either (A) the
then-outstanding shares of Stock (the “Outstanding Company Shares”) or (B) the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors (the “Outstanding Voting Securities”) of
the Company (the “Outstanding Company Voting Securities”); provided that, for purposes of this definition, the following
acquisitions shall not constitute a Change of Control; (x) any acquisition directly from the Company; (y) any acquisition by the
Company; and (z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
of its affiliates; (iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form
of corporate transaction involving the Company (a “Reorganization”), or the sale or other disposition of all or substantially
all of the Company’s assets (a “Sale”), unless immediately following such Reorganization or Sale, all of the
individuals and entitles that were the beneficial owners of the Outstanding Company Shares immediately prior to such Reorganization
or Sale beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting shares entitled to vote




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generally in the election of directors,
as the case may be, of the corporation resulting from such Reorganization or Sale, including, without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either
directly or through one or more subsidiaries; or (iv) a liquidation of the Company by vote of the shareholders of the Company.


(e) “Disability”
means mean the Employee’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities
under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty
(120) consecutive days. Any question as to the existence of the Employee’s Disability as to which the Employee and the Company
cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company.
If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing
to the Company and the Employee shall be final and conclusive for all purposes of this Agreement.


(f) “Good
Reason” means the occurrence of any of the following, in each case without the Employee’s written consent: (i) a reduction
in the Employee’s Base Salary or annual incentive compensation potential; (ii) a relocation of the Employee’s principal
place of employment by more than fifty (50) miles, except for required travel on Company business to an extent substantially consistent
with the Employee’s business travel obligations as of the date of relocation; (iii) a material adverse change in the
Employee’s title, authority, duties or responsibilities (other than temporarily while the Employee is physically or mentally
incapacitated or as required by applicable law).


(g) “Release”
means a release of claims in favor of the Company, its affiliates and their respective officers and directors in the form attached
as Appendix B.


(h) “Release
Execution Period” means a period of thirty (30) calendar days immediately following the Termination Date.


(i) “Termination
Date” means (i) if the Company terminates the Employee’s employment for Cause, the date the Notice of Termination is
delivered to the Employee; and (ii) if the Employee terminates his employment hereunder with Good Reason, the date specified
in the Employee’s Notice of Termination, which shall be no less than thirty (30) calendar days following the date on which
the Notice of Termination is delivered.




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Appendix B




RELEASE AGREEMENT


THIS RELEASE AGREEMENT
(this “Agreement”) is made and entered into by and between Alico, Inc. and its wholly owned subsidiaries and its successors
and assigns (“Alico”) and ___________________ and his/her heirs, spouse, assigns, executors, administrators and attorneys
(“Executive”).


Pursuant to his/her
Change in Control Agreement with Alico (“CIC Agreement”), Executive and Alico, desiring to resolve all actual or potential
claims Executive may have against Alico, agree as follows:


1.                 
Obligation of Alico. In consideration of Executive’s
obligations set forth below, Alico shall provide to Executive the compensation described in Section 3(a) of the CIC Agreement between
Alico and Executive. Executive retains all of his rights under any outstanding awards or benefits to Employee under the 2008 Incentive
Equity Plan, the 2013 Incentive Equity Plan, Alico’s MSP Plan, and any Restricted Stock Award Agreement between Executive
and Alico. Nothing contained herein shall be deemed to release any of Executive’s rights (i) to indemnification under
any indemnification agreement between Executive and Alico or under the articles of incorporation or bylaws of Alico, or under Section
607.0850, Florida Statutes, or any of Executive’s rights to advances or reimbursement under any directors’ and officers’
liability insurance policies maintained by Alico or (ii) under the 2008 Incentive Equity Plan, the 2013 Incentive Equity Plan,
Alico’s MSP Plan, and any Restricted Stock Award Agreement between Executive and Alico.


2.                 
Obligations of Executive. In consideration of Alico’s
obligations set forth in this Agreement:


(a)               
Executive waives, and releases Alico, and its directors, officers, employees,
representatives, benefit plan administrators, agents and attorneys, both individually and collectively (hereinafter collectively
referred to as “the Released Parties”), from, all claims, rights, and causes of action, both known and unknown, in
law or in equity, of any kind whatsoever that Executive has or could have maintained against any of the Released Parties arising
out of his employment with Alico through the date of signing this Agreement or his separation from employment with Alico, including
any claim for attorney’s fees. Without limiting the generality of the foregoing, Executive waives, and releases all of the
Released Parties from, all claims, rights, and causes of action relating to or arising out of Executive’s employment with,
conditions of employment with, compensation by, or separation of employment from, Alico, including, without limitation, any claims,
rights, charges, or causes of action arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Acts
of 1866 and 1871; the Age Discrimination in Employment Act of 1967, as amended; Executive Order Nos. 11246 and 11478; the Equal
Pay Act of 1963, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Rehabilitation Act of 1973, as
amended; the Florida Civil Rights Act of 1992; Florida Statutes §§ 440.205 and 448.102; the Americans with Disabilities
Act of 1990, as amended; the Family and Medical Leave Act of 1993; the National Labor Relations Act of 1935, as amended; the Fair
Labor Standards Act of 1938, as amended; the Occupational Safety and Health Act of 1970, as amended; the Genetic Information Nondiscrimination
Act of 2008; and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any other federal or state law or
local ordinance, including any suit in tort (including fraud, promissory estoppel and negligence) or contract (whether oral, written
or implied), or any other common law or




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equitable
basis of action, except for any claim which may not lawfully be waived in this manner.


(b)              
Executive represents that while he/she is not legally barred from filing
a charge of discrimination, he/she has not filed, and does not intend to file, any charge of discrimination against any of the
Released Parties with any federal, state or local agency and understands that Alico has reasonably relied on his/her representations
in this paragraph in agreeing to perform the obligation set forth in Section 1 of this Agreement. Executive further waives any
right to recovery based on any charge of discrimination filed by him/her or on his/her behalf.


3.                 
Non-Admission. Neither this Agreement, nor anything contained
in it, shall be construed as an admission by any of the Released Parties of any liability, wrongdoing or unlawful conduct whatsoever.


4.                 
Severability. If a court of competent jurisdiction invalidates
any provision of this Agreement, then all of the remaining provisions of this Agreement shall continue unabated and in full force
and effect. 


5.                 
Entire Agreement. This Agreement contains the entire understanding
and agreement between the parties regarding the subject matter of this Agreement and shall not be modified or superseded except
upon express written consent of the parties to this Agreement. Executive represents and acknowledges that in executing this Agreement,
he/she does not rely and has not relied upon any representation or statement made by Alico or its agents, representatives or attorneys
which is not set forth in this Agreement.


6.                 
Governing Law. The laws of the State of Florida shall govern
this Agreement, and any action to enforce this Agreement shall be brought in Lee County, Florida where jurisdiction and venue shall
lie.


7.                 
Opportunity to Consider and Confer. Executive acknowledges
that he/she has had the opportunity to read, study, consider, and deliberate upon this Agreement. He/she further acknowledges and
understands that he/she has been given a period of twenty-one (21) days in which he/she may, but is not required to, consider this
Agreement, that after he/she signs it, he/she has seven (7) days in which to revoke it. Executive further acknowledges that he/she
fully understands and completely agrees with all of the terms of this Agreement and that he/she has been, and hereby is, specifically
advised to consult with his/her attorney before executing this Agreement.


8.                 
Effective Date. Assuming Executive signs this Agreement
and does not revoke it as provided in Section 7 above, this Agreement becomes effective thirty (30) days after the Termination
Date as defined in Appendix A to the CIC Agreement.


[Signature Page Follows]




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IN WITNESS WHEREOF,
and intending to be legally bound hereby, Alico and Executive hereby execute this Severance Agreement and Release, consisting of
three (3) pages (including this signature page) and including ten (10) enumerated sections, by signing below voluntarily and with
full knowledge of the significance of all of its provisions.


PLEASE READ CAREFULLY.
THIS RESIGNATION AGREEMENT, WAIVER AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


	Sworn to and subscribed before me	 	 
	this _____ day of _______________, 20__.	 	 
	 	 	 
	 	 	 
	 	 	 
	Notary Public, State of Florida at Large	 	Executive
	My Commission Expires: 	 	 
	 	 	 
	 	 	Executed at Ft. Myers, Florida,
	 	 	this _____ day of __________, 20__.
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Sworn to and subscribed before me	 	 
	this _____ day of _______________, 20__.	 	Alico, Inc.
	 	 	 
	 	 	 
	 	 	By ______________________________________
	Notary Public, State of Florida at Large	 	Its: ______________________________________
	My Commission Expires: 	 	 
	 	 	 
	 	 	Executed at Ft. Myers, Florida,
	 	 	this _____ day of __________, 20__.



 



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