Exhibit 10.16
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (the
“ Agreement ”) is made by and between FARMER
BROS. CO., a Delaware corporation (the “
Company” ), and MICHAEL J. KING, an individual
(“Consultant”), with reference to the following
facts:
RECITALS
A.
Consultant will resign his
employment with the Company effective
March , 2009 (“Effective
Date”).
B.
The Company desires to hire
Consultant to consult with it on matters within Consultant’s
expertise, strictly on an independent contractor basis.
C.
The Company and Consultant desire to
memorialize the terms of their relationship in this
Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants and conditions contained herein, the parties
hereby agree as follows:
1.
Retention
. The Company hereby agrees to
retain Consultant, and Consultant agrees to perform services for
the Company, on the terms and conditions set forth
herein.
2.
Term of
Agreement . The term of this Agreement shall commence
on the Effective Date and shall continue for a term of three (3)
years unless terminated earlier under Section 6.
3 .
Duties
.
(a)
Consultant shall consult with the
Company concerning its sales, marketing and product development
activities at the request of the Company from time to time and
shall perform such incidental tasks relating to such consultation
services as the Company may reasonably request, it being understood
that Consultant shall be called upon only occasionally and, without
Consultant’s consent, shall not be required to perform the
services on the Company’s premises or at any other designated
location.
(b)
It is expressly agreed that
Consultant shall be and is an independent Consultant in performing
his duties under this Agreement and shall not be considered or
deemed an agent, partner or joint venturer of the Company nor shall
Consultant be considered or deemed to be an employee of the Company
for any purpose, including without limitation, for purposes of any
pension, bonus, equity participation or other benefit plan which
the Company makes available to its employees; provided that nothing
herein shall affect Consultant’s rights with respect to
pension and other benefits made available to Company
retirees. The compensation paid hereunder shall be gross
compensation. Consultant assumes full responsibility and
liability to the taxing bodies of the federal and state governments
for paying all income, self-employment and other taxes due with
respect to the Company’s payments for Consultant’s
services under this Agreement.
(c)
Consultant acknowledges that no
equipment or materials are provided by Company. If, with
Consultant’s consent, Consultant performs services on Company
premises,
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