Exhibit 10.10


 


FORM OF AMENDMENT NO. 1 

to

CHANGE IN CONTROL SEVERANCE AGREEMENT


FOR
EXECUTIVE OFFICERS


 


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


 


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


 


WHEREAS, the Executive
and the Company desire to amend the Agreement, as provided herein, to
incorporate certain changes deemed advisable in light of Section 409A of
the U.S. Internal Revenue Code.


 


NOW,
THEREFORE, the parties agree as follows:


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)           a
Company-required material relocation of the Executive’s principal place of
employment;


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


“(j)          Section 409A.


 


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


 


(ii)                                  Notwithstanding
any provision of this Agreement to the contrary, if the Executive is a “specified
employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as
of the date of the Executive’s 


 


2

















 


Separation from Service, the
Executive shall not be entitled to any payment or benefit pursuant to Section 4
until the earlier of (i) the date which is six (6) months after the
Executive’s Separation from Service for any reason other than death, or (ii) the
date of the Executive’s death.  Any
amounts otherwise payable to the Executive upon or in the six (6) month
period following the Executive’s Separation from Service that are not so paid
by reason of this Section 9(j)(ii) shall be paid (without interest)
as soon as practicable (and in all events within thirty (30) days) after
the date that 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) shall
only 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 extent that any benefits or reimbursements pursuant to Section 4(c) or
Section 4(d) are taxable to the Executive, any reimbursement payment
due to the Executive pursuant to any such provision shall be paid to the
Executive on or before the last day of the Executive’s taxable year following
the taxable year in which the related expense was incurred.  The benefits and reimbursements pursuant to such
provisions are not subject to liquidation or exchange for another benefit and
the amount of such benefits and reimbursements that the Executive receives in
one taxable year shall not affect the amount of such benefits or reimbursements
that the Executive receives in any other taxable year.”


 


6.             Except as expressly modified
herein, the Agreement shall remain in full force and effect in accordance with
its original terms.


 


7.             Capitalized terms that are not
defined herein shall have the meanings ascribed to them in the Agreement.


 


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


 


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of page intentionally left blank]


 


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


 


	
   

  	
  FARMER BROS. CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  



 


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