Exhibit 10.1


 


[FORM OF]


INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as
of                   ,
by and between Farmer Bros. Co., a Delaware corporation (the “Company”),
and                   
(“Indemnitee”).


 


RECITALS


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held
corporations as directors, officers or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of
their service to and activities on behalf of the corporation;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that,
in order to attract and retain qualified individuals, the Company will attempt
to maintain on an ongoing basis, at its sole expense, liability insurance to
protect persons serving the Company and its subsidiaries from certain
liabilities. Although the furnishing of such insurance has been a customary and
widespread practice among United States-based corporations and other business
enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher
premiums and with more exclusions. At the same time, directors, officers and
other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to,
among other things, matters that traditionally would have been brought only
against the Company or business enterprise itself. The Certificate of
Incorporation (the “Charter”) and the Bylaws of the Company require
indemnification of the officers and directors of the Company. Indemnitee may also
be entitled to indemnification pursuant to applicable provisions of the
Delaware General Corporation Law (the “DGCL”). The Charter, the Bylaws
and the DGCL expressly provide that the indemnification provisions set forth
therein are not exclusive, and thereby contemplate that contracts may be
entered into between the Company and members of the board of directors,
officers and other persons with respect to indemnification;


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased
the difficulty of attracting and retaining such persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and
retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there
will be increased certainty of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will
serve or continue to serve the Company free from undue concern that they will
not be so indemnified;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter, the Bylaws
of the Company and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor diminish or abrogate any rights of Indemnitee
thereunder; and


 


WHEREAS,
Indemnitee does not regard the protection available under the Company’s
Charter, Bylaws and insurance as adequate in the present circumstances, and may
not be willing to serve as an officer or director without adequate protection,
and the Company desires Indemnitee to serve in such capacity. Indemnitee is
willing to serve, continue to serve and to take on additional service for or on
behalf of the Company on the condition that he or she be so indemnified;


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein
and Indemnitee’s agreement to serve as a director or officer after the date
hereof, the Company and Indemnitee do hereby covenant and agree as follows:


 

















 


1.                                       Definitions. As used in this Agreement:


 


(a)                                  References to “agent” shall mean any
person who is or was a director, officer, or employee of the Company or a
Subsidiary of the Company or other person authorized by the Company to act for
the Company, to include such person serving in such capacity as a director,
officer, employee, fiduciary or other official of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise at the request of, for the convenience of, or to represent the
interests of the Company or a Subsidiary of the Company.


 


(b)                                 The terms “Beneficial Owner” and “Beneficial
Ownership” shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act as in effect on the date hereof.


 


(c)                                  A “Change in Control” shall be deemed
to occur upon the earliest to occur after the date of this Agreement of any of
the following events:


 


(i)                                     Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing
fifteen percent (15%) or more of the combined voting power of the Company’s then
outstanding securities entitled to vote generally in the election of directors,
unless (1) the change in the relative Beneficial Ownership of the Company’s
securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the
election of directors, or (2) such acquisition was approved in advance by the
Continuing Directors and such acquisition would not constitute a Change in
Control under part (iii) of this definition;


 


(ii)                                  Change in Board of Directors. Individuals who, as of the date hereof,
constitute the Board, and any new director whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of
at least two thirds of the directors then still in office who were directors on
the date hereof or whose election for nomination for election was previously so
approved (collectively, the “Continuing Directors”), cease for any
reason to constitute at least a majority of the members of the Board;


 


(iii)                               Corporate Transactions. The effective date of a reorganization,
merger or consolidation of the Company (a “Business Combination”), in
each case, unless, following such Business Combination: (1) all or
substantially all of the individuals and entities who were the Beneficial
Owners of securities entitled to vote generally in the election of directors
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 51% of the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of
directors resulting from such Business Combination (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 either directly or
through one or more Subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination, of the
securities entitled to vote generally in the election of directors; (2) no
Person (excluding any corporation resulting from such Business Combination) is
the Beneficial Owner, directly or indirectly, of 15% or more of the combined
voting power of the then outstanding securities entitled to vote generally in the
election of directors of such corporation except to the extent that such
ownership existed prior to the Business Combination; and (3) at least a
majority of the Board of Directors of the corporation resulting from such
Business Combination were Continuing Directors at the time of the execution of
the initial agreement, or of the action of the Board of Directors, providing
for such Business Combination;


 


(iv)                              Liquidation. The approval by the stockholders of the Company of a complete
liquidation of the Company or an agreement or series of agreements for the sale
or disposition by the Company of all or substantially all of the Company’s
assets (or, if such approval is not required, the decision by the Board to
proceed with such a liquidation, sale, or disposition in one transaction or a
series of related transactions); or


 


(v)                                 Other Events. There occurs any other event of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item on
any similar schedule or form) promulgated under the Exchange Act, whether or
not the Company is then subject to such reporting requirement.


 


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(d)                                 “Corporate Status” describes the
status of a person who is or was a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of the Company or of any other
Enterprise which such person is or was serving at the request of the Company.


 


(e)                                  “Delaware Court” shall mean the Court
of Chancery of the State of Delaware.


 


(f)                                    “Disinterested Director” shall mean a
director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


(g)                                 “Enterprise” shall mean the Company
and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company
(or any of its wholly owned subsidiaries) is a party, limited liability
company, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, general partner, managing member, fiduciary,
employee or agent.


 


(h)                                 “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


(i)                                     “Expenses” shall include all direct
and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, attorneys’ fees and costs, retainers, court
costs, transcript costs, fees and disbursements of experts, witness fees, fees
and disbursements of private investigators and professional advisors, travel
expenses, duplicating costs, printing and binding costs, telephone and fax
transmission charges, postage, delivery service fees, secretarial services,
reasonable compensation for time spent by Indemnitee for which he is not
otherwise compensated for by the Company or any third party, and all other
disbursements or expenses in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in,
or otherwise participating in, a Proceeding or enforcing a right to
indemnification under this Agreement. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including
without limitation the premium, security for, and other costs relating to any
cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.


 


(j)                                     “Independent Counsel” shall mean a law
firm or a member of a law firm that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such
party (other than with respect to matters concerning Indemnitee under this
Agreement, or of other indemnitees under similar indemnification agreements);
or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the
reasonable fees of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all Expenses, claims, liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(k)                                  References to “fines” shall include
any excise tax assessed on Indemnitee with respect to any employee benefit
plan; references to “serving at the request of the Company” shall
include any service as a director, officer, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or beneficiaries; and if Indemnitee acted in good faith and in
a manner Indemnitee reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner “not opposed to the best interests of the
Company” as referred to in this Agreement.


 


(l)                                     The term “Person” shall have the
meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in
effect on the date hereof; provided, however, that “Person” shall
exclude: (i) the Company; (ii) any Subsidiary of the Company; (iii) any
employee benefit plan of the Company including, without limitation, the Company’s
Employee Stock Ownership Plan, or of any Subsidiary of the Company, or any
Person or entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan; (iv) a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their


 


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ownership
of stock of the Company; and (v) Roy F. Farmer, deceased, his widow Emily
Farmer and their descendants (collectively, “Farmer Family Members”), the
estates of Farmer Family Members and the personal representatives thereof, and
trusts, partnerships and other entities created by or for the benefit of Farmer
Family Members and the trustees, partners and members thereof.


 


(m)                               A “Potential Change in Control” shall
be deemed to have occurred if: (i) the Company enters into an agreement or
arrangement, the consummation of which would result in the occurrence of a
Change in Control; (ii) any Person or the Company publicly announces an
intention to take or consider taking actions which if consummated would
constitute a Change in Control; (iii) any Person who becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing 5% or
more of the combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors increases its
Beneficial Ownership of such securities by 5% or more over the percentage so
owned by such Person on the date hereof; or (iv) the Board adopts a resolution
to the effect that, for purposes of this Agreement, a Potential Change in
Control has occurred.


 


(n)                                 The term “Proceeding” shall include
any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or
any other actual, threatened or completed proceeding, whether brought in the
right of the Company or otherwise and whether of a civil (including intentional
or unintentional tort claims), criminal, administrative or investigative
nature, in which Indemnitee was, is or will be involved as a party or otherwise
by reason of the fact that Indemnitee is or was a director or officer of the
Company, by reason of any action (or failure to act) taken by him or of any
action (or failure to act) on his part while acting as a director or officer of
the Company, or by reason of the fact that he is or was serving at the request
of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent of any other Enterprise, in each case
whether or not serving in such capacity at the time any liability or expense is
incurred for which indemnification, reimbursement, or advancement of expenses
can be provided under this Agreement.


 


(o)                                 The term “Subsidiary,” with respect to
any Person, shall mean any corporation or other entity of which a majority of
the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by that Person.


 


2.                                       Agreement To Serve. Indemnitee agrees to serve and/or continue
to serve as an agent of the Company, at its will (or under separate agreement,
if such agreement exists), in the capacity Indemnitee currently serves as an
agent of the Company; provided, however, that nothing contained in this Agreement
is intended to or shall (i) restrict the ability of Indemnitee to resign at any
time and for any reason from any current or future position or positions, (ii)
create any right to continued employment of Indemnitee in any current or future
position or positions, or (iii) restrict the ability of the Company to
terminate the employment or agency of Indemnitee at any time and for any reason
(subject to compliance with the terms of any employment or other applicable
agreement to which the Company (or any of its Subsidiaries) and Indemnitee are
parties).


 


3.                                       Indemnification in Third-Party Proceedings. The Company shall indemnify and hold
harmless Indemnitee in accordance with the provisions of this Section 3 if, by
reason of his Corporate Status, Indemnitee was, is, or is threatened to be
made, a party to or a participant (as a witness or otherwise) in any
Proceeding, other than a Proceeding by or in the right of the Company to
procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be
indemnified against all Expenses, judgments, penalties, fines and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by
Indemnitee or on his behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company and, in the case of a criminal Proceeding, had no reasonable cause to
believe that his conduct was unlawful.


 


4.                                       Indemnification in Proceedings by or in the
Right of the Company. The
Company shall indemnify and hold harmless Indemnitee in accordance with the
provisions of this Section 4 if, by reason of his Corporate Status, Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness
or otherwise) in any Proceeding brought by or in the right of the Company to
procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall
be indemnified against all Expenses actually and reasonably incurred by
Indemnitee or on his


 


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behalf
in connection with such Proceeding or any claim, issue or matter therein, if
Indemnitee acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company. Notwithstanding the
foregoing, no indemnification shall be made under this Section 4 in respect of
any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court to be liable to the Company, unless and only to the extent
that any court in which the Proceeding was brought or the Delaware Court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification for such Expenses as the court shall deem proper.


 


5.                                       Indemnification for Expenses of a Party Who
is Wholly or Partly Successful.
Notwithstanding any other provisions of this Agreement, to the extent that
Indemnitee is, by reason of his Corporate Status, a party to (or a participant
in) and is successful, on the merits or otherwise, in any Proceeding or in
defense of any claim, issue or matter therein, in whole or in part, the Company
shall indemnify and hold harmless Indemnitee against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify and hold harmless
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf in connection with each successfully resolved claim, issue or
matter. If Indemnitee is not wholly successful in such Proceeding, the Company
also shall indemnify and hold harmless Indemnitee against all Expenses
reasonably incurred in connection with a claim, issue or matter related to any
claim, issue or matter on which Indemnitee was successful. For purposes of this
Section and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed
to be a successful result as to such claim, issue or matter.


 


6.                                       Indemnification for Expenses of a Witness. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status,
a witness in any Proceeding to which Indemnitee is not a party, he shall be
indemnified and held harmless against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.


 


7.                                       Additional Indemnification


 


(a)                                  Notwithstanding any limitation in Sections 3,
4 or 5, the Company shall indemnify and hold harmless Indemnitee if, by reason
of his Corporate Status, Indemnitee is a party to or threatened to be made a
party to or participant in any Proceeding (including a Proceeding by or in the
right of the Company to procure a judgment in its favor) against all Expenses,
judgments, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the
Proceeding. No indemnity shall be made under this Section 7(a) on account of
Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty
to the Company or its stockholders or is an act or omission not in good faith
or which involves intentional misconduct or a knowing violation of the law.


 


(b)                                 Notwithstanding any limitation in Sections 3,
4, 5 or 7(a), the Company shall indemnify and hold harmless Indemnitee if
Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment
in its favor) against all Expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by
Indemnitee in connection with the Proceeding.


 


8.                                       Contribution


 


(a)                                  Whether or not the indemnification provided
in Sections 3, 4, 5 and 7 hereof is available, in respect of any threatened,
pending or completed action, suit or proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such action, suit or
proceeding), the Company shall pay, in the first instance, the entire amount of
any judgment or settlement of such action, suit or proceeding without requiring
Indemnitee to contribute to such payment and the Company hereby waives and
relinquishes any right of contribution it may have against Indemnitee. The
Company shall not enter into any settlement of any action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined
in such action, suit or proceeding) unless such settlement provides for a full
and final release of all claims asserted against Indemnitee.


 


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(b)                                 Without diminishing or impairing the
obligations of the Company set forth in the preceding subparagraph, if, for any
reason, Indemnitee shall elect or be required to pay all or any portion of any
judgment or settlement in any threatened, pending or completed action, suit or
proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such action, suit or proceeding), the Company shall contribute to
the amount of expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred and paid or payable
by Indemnitee in proportion to the relative benefits received by the Company
and all officers, directors or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, from
the transaction from which such action, suit or proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may,
to the extent necessary to conform to law, be further adjusted by reference to
the relative fault of the Company and all officers, directors or employees of
the Company other than Indemnitee who are jointly liable with Indemnitee (or
would be if joined in such action, suit or proceeding), on the one hand, and
Indemnitee, on the other hand, in connection with the events that resulted in
such expenses, judgments, fines or settlement amounts, as well as any other
equitable considerations which the Law may require to be considered. The
relative fault of the Company and all officers, directors or employees of the
Company, other than Indemnitee, who are jointly liable with Indemnitee (or
would be if joined in such action, suit or proceeding), on the one hand, and
Indemnitee, on the other hand, shall be determined by reference to, among other
things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or
secondary and the degree to which their conduct is active or passive.


 


(c)                                  The Company hereby agrees to fully indemnify
and hold Indemnitee harmless from any claims of contribution which may be
brought by officers, directors or employees of the Company, other than
Indemnitee, who may be jointly liable with Indemnitee.


 


(d)                                 To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid
in settlement and/or for Expenses, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order
to reflect (i) the relative benefits received by the Company and Indemnitee as
a result of the event(s) and/or transaction(s) giving cause to such Proceeding;
and/or (ii) the relative fault of the Company (and its directors, officers,
employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 


9.                                       Exclusions. Notwithstanding any provision in this Agreement, the Company shall
not be obligated under this Agreement to make any indemnity in connection with
any claim made against Indemnitee:


 


(a)                                  for which payment has actually been received
by or on behalf of Indemnitee under any insurance policy or other indemnity
provision, except with respect to any excess beyond the amount actually
received under any insurance policy, contract, agreement, other indemnity
provision or otherwise;


 


(b)                                 for an accounting of profits made from the
purchase and sale (or sale and purchase) by Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Exchange Act or similar
provisions of state statutory law or common law;


 


(c)                                  except as otherwise provided in Sections
14(e) and (f) hereof, prior to a Change in Control, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation or (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law;


 


(d)                                 for any Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement resulting from Indemnitee’s
conduct which is finally adjudged to have been willful misconduct, knowingly
fraudulent or deliberately dishonest; or


 


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(e)                                  if a court of competent jurisdiction shall
finally determine that any indemnification hereunder is unlawful.


 


10.                                 Advances of Expenses; Defense of Claim


 


(a)                                  Notwithstanding any provision of this
Agreement to the contrary, and to the fullest extent permitted by applicable
law, the Company shall advance all Expenses incurred by or on behalf of
Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
within three months) in connection with any Proceeding by reason of Indemnitee’s
Corporate Status within ten (10) days after the receipt by the Company of a
statement or statements requesting such advances from time to time, whether
prior to or after final disposition of any Proceeding. Advances shall be
unsecured and interest free. Advances shall be made without regard to
Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to indemnification under the other provisions of this
Agreement. Advances shall include any and all reasonable Expenses incurred
pursuing a Proceeding to enforce this right of advancement, including Expenses
incurred preparing and forwarding statements to the Company to support the
advances claimed. Indemnitee shall qualify for advances, to the fullest extent
permitted by applicable law, solely upon the execution and delivery to the
Company of an undertaking providing that Indemnitee undertakes to repay the
advance to the extent that it is ultimately determined that Indemnitee is not
entitled to be indemnified by the Company under the provisions of this
Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise.
This Section 10(a) shall not apply to any claim made by Indemnitee for which
indemnity is excluded pursuant to Section 9.


 


(b)                                 The Company shall be entitled to participate
in any Proceeding at its own expense.


 


(c)                                  The Company shall not settle any action,
claim or Proceeding (in whole or in part) which would impose any Expense,
judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior
written consent.


 


11.                                 Procedure for Notification and Application
for Indemnification


 


(a)                                  Indemnitee agrees to notify promptly the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder. The failure of Indemnitee to so notify the Company shall not
relieve the Company of any obligation which it may have to Indemnitee under
this Agreement, or otherwise.


 


(b)                                 Indemnitee may deliver to the Company a
written application to indemnify and hold harmless Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and
at such time(s) as Indemnitee deems appropriate in his sole discretion.
Following such a written application for indemnification by Indemnitee,
Indemnitee’s entitlement to indemnification shall be determined according to
Section 12(a) of this Agreement.


 


12.                                 Procedure Upon Application for
Indemnification


 


(a)                                  A determination, if required by applicable
law, with respect to Indemnitee’s entitlement to indemnification shall be made
in the specific case by one of the following methods, which shall be at the
election of the Board: (i) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board or (ii) by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee.
The Company promptly shall advise Indemnitee in writing with respect to any
determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has
been denied. If it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination. Indemnitee shall reasonably cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which
is not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such
determination. Any costs or Expenses (including attorneys’ fees and
disbursements) incurred by


 


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Indemnitee
in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies
and agrees to hold Indemnitee harmless therefrom.


 


(b)                                 In the event the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section
12(a) hereof, the Independent Counsel shall be selected as provided in this
Section 12(b). The Independent Counsel shall be selected by the Board of
Directors, and the Company shall give written notice to Indemnitee advising him
of the identity of the Independent Counsel so selected and certifying that the
Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 1 of this Agreement. Indemnitee may, within ten (10) days
after such written notice of selection shall have been received, deliver to the
Company a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of “Independent Counsel” as defined in
Section 1 of this Agreement, and the objection shall set forth with
particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If such
written objection is so made and substantiated, the Independent Counsel so
selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court of competent jurisdiction has determined that such
objection is without merit. If, within twenty (20) days after submission by
Indemnitee of a written request for indemnification pursuant to Section 11(b)
hereof, no Independent Counsel shall have been selected and not objected to,
either the Company or Indemnitee may petition the Delaware Court for resolution
of any objection which shall have been made by Indemnitee to the Company’s
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the Delaware Court, and the person with respect
to whom all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 12(a) hereof. Upon the due commencement of
any judicial proceeding or arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing). The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to Section 12(a) hereof,
regardless of the manner in which such Independent Counsel was selected or
appointed.


 


13.                                 Presumptions and Effect of Certain
Proceedings


 


(a)                                  In making a determination with respect to
entitlement to indemnification hereunder, the person, persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that
presumption. Neither the failure of the Company (including by its directors or
Independent Counsel) to have made a determination prior to the commencement of
any action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by its directors or
Independent Counsel) that Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.


 


(b)                                 If the person, persons or entity empowered or
selected under Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within thirty
(30) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a final judicial
determination that any or all such indemnification is expressly prohibited
under applicable law; provided, however, that such 30-day period may be
extended for a reasonable time, not to exceed an additional fifteen (15) days,
if the person, persons or entity making the determination with respect to
entitlement to indemnification in good faith requires such additional time for
the obtaining or evaluating of documentation and/or information relating
thereto.


 


8

















 


(c)                                  The termination of any Proceeding or of any
claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not (except as
otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Company or, with respect to any
criminal Proceeding, that Indemnitee had reasonable cause to believe that his
conduct was unlawful.


 


(d)                                 For purposes of any determination of good
faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including
financial statements, or on information supplied to Indemnitee by the officers
of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise or on information or records given or reports made
to the Enterprise by an independent certified public accountant or by an appraiser
or other expert selected by the Enterprise. The provisions of this Section
13(d) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.


 


(e)                                  The knowledge and/or actions, or failure to
act, of any other director, officer, trustee, partner, managing member,
fiduciary, agent or employee of the Enterprise shall not be imputed to
Indemnitee for purposes of determining the right to indemnification under this
Agreement.


 


14.                                 Remedies of Indemnitee


 


(a)                                  In the event that (i) a determination is made
pursuant to Section 12 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses, to the
fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 12(a) of this Agreement
within thirty (30) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to
Section 5, 6, or the last sentence of Section 12(a) of this Agreement
within ten (10) days after receipt by the Company of a written request
therefor, (v) a contribution payment is not made in a timely manner
pursuant to Section 8 of this Agreement, or (vi) payment of
indemnification pursuant to Section 3 or 4 of this Agreement is not made
within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification, Indemnitee shall be entitled to an adjudication
by the Delaware Court to such indemnification, contribution or advancement of
Expenses. Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Except as set forth
herein, the provisions of Delaware law (without regard to its conflict of laws
rules) shall apply to any such arbitration. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)                                 In the event that a determination shall have
been made pursuant to Section 12(a) of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be
prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 14, Indemnitee shall be
presumed to be entitled to indemnification under this Agreement and the Company
shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement of Expenses, as the case may be, and the Company may not refer
to or introduce into evidence any determination pursuant to Section 12(a)
of this Agreement adverse to Indemnitee for any purpose. If Indemnitee
commences a judicial proceeding or arbitration pursuant to this
Section 14, Indemnitee shall not be required to reimburse the Company for
any advances pursuant to Section 10 until a final determination is made
with respect to Indemnitee’s entitlement to indemnification (as to which all
rights of appeal have been exhausted or lapsed).


 


(c)                                  If a determination shall have been made
pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.


 


9

















 


(d)                                 The Company shall be precluded from asserting
in any judicial proceeding or arbitration commenced pursuant to this
Section 14 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this
Agreement.


 


(e)                                  The Company shall indemnify and hold harmless
Indemnitee to the fullest extent permitted by law against all Expenses and, if
requested by Indemnitee, shall (within ten (10) days after the Company’s
receipt of such written request) advance to Indemnitee, to the fullest extent
permitted by applicable law, such Expenses which are incurred by Indemnitee in
connection with any judicial proceeding or arbitration brought by Indemnitee
(i) to enforce his rights under, or to recover damages for breach of, this
Agreement or any other indemnification, advancement or contribution agreement
or provision of the Charter, or the Company’s Bylaws now or hereafter in
effect; or (ii) for recovery or advances under any insurance policy
maintained by any person for the benefit of Indemnitee, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advance, contribution or insurance recovery, as the case may be.


 


(f)                                    Interest shall be paid by the Company to
Indemnitee at the legal rate under Delaware law for amounts which the Company
indemnifies or is obliged to indemnify for the period commencing with the date
on which Indemnitee requests indemnification, contribution, reimbursement or
advancement of any Expenses and ending with the date on which such payment is
made to Indemnitee by the Company.


 


15.                                 Establishment of Trust. In the event of a Potential Change in
Control, the Company shall, upon written request by Indemnitee, create a “Trust”
for the benefit of Indemnitee and from time to time upon written request of
Indemnitee shall fund such Trust in an amount sufficient to satisfy any and all
Expenses reasonably anticipated at the time of each such request to be incurred
in connection with investigating, preparing for, participating in or defending
any Proceedings, and any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection with or in respect of such judgments, fines penalties and
amounts paid in settlement) in connection with any and all Proceedings from
time to time actually paid or claimed, reasonably anticipated or proposed to be
paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust
company or other individual or entity chosen by Indemnitee and reasonably
acceptable to the Company. Nothing in this Section 15 shall relieve the
Company of any of its obligations under this Agreement. The amount or amounts
to be deposited in the Trust pursuant to the foregoing funding obligation shall
be determined by mutual agreement of Indemnitee and the Company or, if the
Company and Indemnitee are unable to reach such an agreement, by Independent
Counsel selected in accordance with Section 12(b) of this Agreement. The
terms of the Trust shall provide that, except upon the consent of both
Indemnitee and the Company, upon a Change in Control: (a) the Trust shall
not be revoked or the principal thereof invaded, without the written consent of
Indemnitee; (b) the Trustee shall advance, to the fullest extent permitted
by applicable law, within two (2) business days of a request by Indemnitee
and upon the execution and delivery to the Company of an undertaking providing
that Indemnitee undertakes to repay the advance to the extent that it is
ultimately determined that Indemnitee is not entitled to be indemnified by the
Company, any and all Expenses to Indemnitee; (c) the Trust shall continue
to be funded by the Company in accordance with the funding obligations set forth
above; (d) the Trustee shall promptly pay to Indemnitee all amounts for
which Indemnitee shall be entitled to indemnification pursuant to this
Agreement or otherwise; and (e) all unexpended funds in such Trust shall
revert to the Company upon mutual agreement by Indemnitee and the Company or,
if Indemnitee and the Company are unable to reach such an agreement, by
Independent Counsel selected in accordance with Section 12(b) of this
Agreement, that Indemnitee has been fully indemnified under the terms of this Agreement.
The Trust shall be governed by Delaware law (without regard to its conflicts of
laws rules) and the Trustee shall consent to the exclusive jurisdiction of the
Delaware Court in accordance with Section 23 of this Agreement.


 


16.                                 Security. Notwithstanding anything herein to the contrary, to the extent
requested by Indemnitee and approved by the Board, the Company may at any time
and from time to time provide security to Indemnitee for the Company’s
obligations hereunder through an irrevocable bank line of credit, funded trust
or other collateral. Any such security, once provided to Indemnitee, may not be
revoked or released without the prior written consent of Indemnitee.


 


10

















 


17.                                 Non-Exclusivity; Survival of Rights;
Insurance; Subrogation


 


(a)                                  The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Charter, the Company’s Bylaws, any agreement, a vote
of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit
or restrict any right of Indemnitee under this Agreement in respect of any
action taken or omitted by such Indemnitee in his Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in applicable
law, whether by statute or judicial decision, permits greater indemnification
or advancement of Expenses than would be afforded currently under the Charter,
the Company’s Bylaws or this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits so afforded
by such change. No right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right and remedy shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


(b)                                 The DGCL, the Charter and the Company’s
Bylaws permit the Company to purchase and maintain insurance or furnish similar
protection or make other arrangements including, but not limited to, providing
a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted
against him or incurred by or on behalf of him or in such capacity as a
director, officer, employee or agent of the Company, or arising out of his
status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of this Agreement or under the
DGCL, as it may then be in effect. The purchase, establishment, and maintenance
of any such Indemnification Arrangement shall not in any way limit or affect
the rights and obligations of the Company or of Indemnitee under this Agreement
except as expressly provided herein, and the execution and delivery of this
Agreement by the Company and Indemnitee shall not in any way limit or affect
the rights and obligations of the Company or the other party or parties thereto
under any such Indemnification Arrangement.


 


(c)                                  To the extent that the Company maintains an
insurance policy or policies providing liability insurance for directors,
officers, trustees, partners, managing members, fiduciaries, employees, or
agents of the Company or of any other Enterprise which such person serves at
the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, trustee, partner, managing
member, fiduciary, employee or agent under such policy or policies. If, at the
time the Company receives notice from any source of a Proceeding as to which
Indemnitee is a party or a participant (as a witness or otherwise), the Company
has director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such policies.


 


(d)                                 In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all papers required
and take all action necessary to secure such rights, including execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.


 


(e)                                  The Company’s obligation to indemnify or
advance Expenses hereunder to Indemnitee who is or was serving at the request
of the Company as a director, officer, trustee, partner, managing member,
fiduciary, employee or agent of any other Enterprise shall be reduced by any
amount Indemnitee has actually received as indemnification or advancement of
expenses from such Enterprise.


 


18.                                 Duration of Agreement. All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee serves as a
director or officer of the Company or as a director, officer, trustee, partner,
managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise
which Indemnitee serves at the request of the Company and shall continue
thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by
Indemnitee pursuant to Section 14 of this Agreement) by reason of his


 


11

















 


Corporate
Status, whether or not he is acting in any such capacity at the time any
liability or expense is incurred for which indemnification can be provided
under this Agreement.


 


19.                                 Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law;
(b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.


 


20.                                 Enforcement and Binding Effect


 


(a)                                  The Company expressly confirms and agrees
that it has entered into this Agreement and assumed the obligations imposed on
it hereby in order to induce Indemnitee to serve as a director or officer of
the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement
in serving as a director or officer of the Company.


 


(b)                                 Without limiting any of the rights of
Indemnitee under the Charter or Bylaws of the Company as they may be amended
from time to time, this Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof. If the DGCL or any
other applicable law is amended after the date hereof to permit the Company to
indemnify Indemnitee for Expenses or liabilities, or to indemnify Indemnitee
with respect to any action or Proceeding, not contemplated by this Agreement,
then this Agreement (without any further action by either party hereto) shall
automatically be deemed to be amended to require that the Company indemnify
Indemnitee to the fullest extent permitted by the DGCL.


 


(c)                                  The indemnification and advancement of
expenses provided by or granted pursuant to this Agreement shall be binding
upon and be enforceable by the parties hereto and their respective successors
and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or
assets of the Company), shall continue as to an Indemnitee who has ceased to be
a director, officer, employee or agent of the Company or of any other
Enterprise at the Company’s request, and shall inure to the benefit of
Indemnitee and his spouse, assigns, heirs, devisees, executors and
administrators and other legal representatives.


 


(d)                                 The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all, substantially all or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.


 


(e)                                  The Company and Indemnitee agree herein that
a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult of proof, and further agree that such breach
may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or
specific performance hereof, without any necessity of showing actual damage or
irreparable harm and that by seeking injunctive relief and/or specific
performance, Indemnitee shall not be precluded from seeking or obtaining any
other relief to which he may be entitled. The Company and Indemnitee further
agree that Indemnitee shall be entitled to such specific performance and
injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bonds
or other undertaking in connection therewith. The Company acknowledges that in
the absence of a waiver, a bond or undertaking may be required of Indemnitee by
the court, and the Company hereby waives any such requirement of such a bond or
undertaking.


 


12

















 


21.                                 Modification and Waiver. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement nor shall
any waiver constitute a continuing waiver.


 


22.                                 Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given
(i) if delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third (3rd) business
day after the date on which it is so mailed:


 


(a)                                  If to Indemnitee, at the address indicated on
the signature page of this Agreement, or such other address as Indemnitee shall
provide in writing to the Company.


 


(b)                                 If to the Company, to:


 


Farmer
Bros. Co.

20333 South Normandie Avenue 

Torrance, CA 90502


Attention: Corporate Secretary


 


or
to any other address as may have been furnished to Indemnitee in writing by the
Company.


 


23.                                 Applicable Law and Consent to Jurisdiction.    This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws
rules. Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 14(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally: (a) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in
the Delaware Court and not in any other state or federal court in the United
States of America or any court in any other country; (b) consent to submit
to the exclusive jurisdiction of the Delaware Court for purposes of any action
or proceeding arising out of or in connection with this Agreement;
(c) appoint irrevocably, to the extent such party is not a resident of the
State of Delaware, RL&F Service Corp., One Rodney Square, 10th Floor, 10th
and King Streets, P.O. Box 551, Wilmington, Delaware 19899 as its agent in the
State of Delaware as such party’s agent for acceptance of legal process in
connection with any such action or proceeding against such party with the same
legal force and validity as if served upon such party personally within the
State of Delaware; (d) waive any objection to the laying of venue of any
such action or proceeding in the Delaware Court; and (e) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought
in the Delaware Court has been brought in an improper or inconvenient forum, or
is subject (in whole or in part) to a jury trial.


 


24.                                 Counterparts.                       This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.


 


25.                                 Miscellaneous. Use of the masculine pronoun shall be
deemed to include usage of the feminine pronoun where appropriate. The headings
of the paragraphs of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the
construction thereof.


 


[SIGNATURE PAGE FOLLOWS]


 


13

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year first above written.


 


	
  FARMER
  BROS. CO.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  INDEMNITEE

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Name:

  
	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


14

















 


SCHEDULE OF INDEMNITEES


 


John
M. Anglin


Guenter
W. Berger


Kenneth
R. Carson


Lewis
A. Coffman


Michael
J. King


Roger
M. Laverty III


Martin
A. Lynch


Thomas
A. Maloof


James
J. McGarry


John
H. Merrell


John
Samore, Jr.


John
E. Simmons


Carol
Farmer Waite


 


15