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 allows
the Employer the ability to amend the Plan at any time; and


 


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


 


NOW, THEREFORE, in consideration of the above
premises, the Company hereby amends the Plan in accordance with this Amendment
2008-1, effective as stated herein:


 


1.     Effective January 1, 2008, Section 1.11 of the Plan is
amended by adding the following new language to the end of existing text
thereof:


 


“Effective January 1, 2008, notwithstanding the preceding, for
purposes of this Section 1.11, a Participant’s Compensation shall also
include Post-Severance Compensation.  For
purposes of this Section 1.11 and the Plan, the term “Post-Severance
Compensation” means the following amounts paid after an Employee’s termination
date. To the extent that such amounts are paid to the Employee by the later of
21⁄2 months after the Employee’s termination date and the end of the Limitation
Year that includes the Employee’s termination date, Post-Severance Compensation
includes the payment of regular compensation for services during the Employee’s
regular working hours, or compensation for services outside the Employee’s
regular working hours (such as overtime or shift differential), commissions,
bonuses, or other similar payments, provided that the payment would have been
paid to the Employee prior to a termination date if the Employee had continued
in employment with the Employer.  Such
Compensation shall be included during the Plan Year in which the Post-Severance
Compensation is paid and not accrued.”


 


2.     Effective January 1, 2008, Section 3.03(c) of the
Plan is amended by adding the following new language to the end of existing
text thereof:


 


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



 

















 


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


 


3.     Effective January 1, 2008, Section 3.03(b) of the
Plan is amended by adding the following new language to the end of existing
text thereof:


 


“Annual additions for
purposes of Code Section 415 shall not include restorative payments. A
restorative payment is a payment made to restore losses to a Plan resulting
from actions by a fiduciary for which there is reasonable risk of liability for
breach of a fiduciary duty under ERISA or under other applicable federal or
state law, where Participants who are similarly situated are treated similarly
with respect to the payments. Generally, payments are restorative payments only
if the payments are made in order to restore some or all of the Plan’s losses
due to an action (or a failure to act) that creates a reasonable risk of
liability for such a breach of fiduciary duty (other than a breach of fiduciary
duty arising from failure to remit contributions to the Plan). This includes
payments to the Plan made pursuant to a Department of Labor order, the
Department of Labor’s Voluntary Fiduciary Correction Program, or a
court-approved settlement, to restore losses to the Plan on account of the
breach of fiduciary duty (other than a breach of fiduciary duty arising from
failure to remit contributions to the Plan). Payments made to the Plan to make
up for losses due merely to market fluctuations and other payments that are not
made on account of a reasonable risk of liability for breach of a fiduciary
duty under ERISA are not restorative payments and generally constitute
contributions that are considered annual additions.


 


Annual additions for
purposes of Code Section 415 of the Code shall not include: (1) The
direct transfer of a benefit or employee contributions from a qualified plan to
this Plan; (2) Rollover contributions (as described in Code Sections
401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments
of loans made to a Participant from the Plan; and (4) Repayments of
amounts described in Code Section 411(a)(7)(B) (in accordance with
Code Sections 411(a)(7)(C)) and 411(a)(3)(D) or repayment of contributions
to a governmental plan (as defined in Code Section 414(d) ) as
described in Code Section 415(k)(3), as well as Employer restorations of
benefits that are required pursuant to such repayments.


 


Notwithstanding any
provision of the Plan to the contrary, Annual Additions shall be determined
consistent with Code Section 415 and the regulations promulgated
thereunder.”


 


4.     Effective January 1, 2008, Section 3.03(e) of the
Plan is amended by adding the following new language to the end of existing
text thereof:


 


“Notwithstanding the
preceding, if for any Limitation Year the Annual Additions allocated to a
Participant’s Account exceeds the maximum permissible amount as set forth in Section 8.1,
then such excessive Annual Additions shall be corrected as allowed under
applicable 


 

















 


guidance, including the Employee Plans
Compliance Resolution System (“EPCRS”) that is issued by the Internal Revenue
Service.”


 


5.     Effective January 1, 2008, Section 3.03(d) of the
Plan is amended by adding the following new language to the end of existing
text thereof:


 


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


 


6.     Effective January 1, 2008, Section 7.10 of the Plan is
amended by adding the following new language to the end of existing text
thereof:


 


“(i)          Effective January 1, 2007, the term “Eligible Rollover
Distribution” means any distribution, other than a distribution described in Section 7.10(a), of all or any portion of the balance
to the credit of:


 


(A)          an
Eligible Distributee, or


 


(B)           subject
to Section 7.10(a), a Beneficiary who
is not the surviving spouse of the Participant, if the distribution is made in
accordance with Code Section 402(c)(11).


 


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


 


(A)  any distribution that is one of a
series of substantially equal periodic payments (not less frequently than
annually) made for:


 


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


 


(2)           a
specified period of ten (10) years or more;


 


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


 


(C)  any hardship distribution from any
qualified plan.


 


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


 

















 


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


 


7.     Effective January 1, 2008, Section 7.10(b) of the
Plan is amended by adding the following new language to the end of existing
text thereof:


 


“(i)          Effective January 1, 2008, the term “Eligible
Retirement Plan” means any of the following that accepts an Eligible Rollover
Distribution: (i)  an individual retirement account described in Code Section 408(a);
(ii)  an individual retirement annuity described in Code Section 408(b) (other
than an endowment contract); (iii) a qualified plan described in Code Section 401(a);
(iv)  an annuity plan described in Code Section 403(a); (v)  an
annuity contract described in Code Section 403(b); (vi)  an eligible
deferred compensation plan described in Code Section 457(b) which is
maintained by an eligible employer described in Code Section 457(b) and which agrees to separately account for
amounts 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.


 


(ii)           Notwithstanding anything contained
herein to the contrary, in the case of an Eligible Rollover Distribution to a Beneficiary who is not the Participant’s
surviving spouse or a spouse or former spouse who is an Alternate Payee
under 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) (other
than an endowment contract), either of which is established for the purpose of
receiving 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 first
written above.


 


 


	
   

  	
  FARMER BROS. CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /S/ JOHN E. SIMMONS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  John E. Simmons

  
	
   

  	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
  Treasurer

  
	
   

  	
  Title