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
