Exhibit 10.2
FARMER
BROS. CO.
FORM OF
2007
OMNIBUS PLAN
RESTRICTED STOCK AWARD GRANT
NOTICE AND
RESTRICTED STOCK AWARD
AGREEMENT
Farmer Bros.
Co., a Delaware corporation (the “ Company ”), pursuant to its 2007
Omnibus Plan (the “ Plan ”), hereby grants to the
individual listed below (“ Participant ”), the number of
shares of Restricted Stock set forth below (the “
Shares ”). This Award
is subject to all of the terms and conditions as set forth herein
and in the Restricted Stock Award Agreement attached hereto as
Exhibit A (the “ Restricted Stock Agreement ”)
(including without limitation the Restrictions on the Shares set
forth in the Restricted Stock Agreement) and the Plan, each of
which are incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same
defined meanings in this Grant Notice and the Restricted Stock
Agreement.
|
Participant:
|
|
|
|
|
|
|
|
|
|
Grant
Date:
|
|
|
|
|
|
|
|
|
|
Vesting Commencement
Date:
|
|
|
|
|
|
|
|
|
|
Total
Number of Shares of Restricted Stock:
|
|
|
|
|
|
|
|
|
|
Vesting
Schedule:
|
|
[To be specified in
individual agreements], subject to the acceleration provisions set
forth in the Restricted Stock Agreement.
|
By his or her
signature below, Participant agrees to be bound by the terms and
conditions of the Plan, the Restricted Stock Agreement and this
Grant Notice. Participant has reviewed the Restricted Stock
Agreement, the Plan and this Grant Notice in their entirety, has
had an opportunity to obtain the advice of counsel prior to
executing this Grant Notice and fully understands all provisions of
this Grant Notice, the Restricted Stock Agreement and the Plan.
Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator of the
Plan upon any questions arising under the Plan, this Grant Notice
or the Restricted Stock Agreement. Participant further agrees to
notify the Company upon any change in the residence address
indicated below.
|
FARMER
BROS. CO.
|
|
PARTICIPANT
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print Name:
|
|
|
|
Print Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address:
|
|
20333 South Normandie
Avenue
Torrance, California
90502
|
|
Address:
|
|
|
|
EXHIBIT A
TO
RESTRICTED STOCK AWARD GRANT NOTICE
FARMER
BROS. CO. RESTRICTED STOCK AWARD AGREEMENT
Pursuant to
the Restricted Stock Award Grant Notice (the “ Grant Notice ”) to which this
Restricted Stock Award Agreement (this “ Agreement ”) is attached, Farmer
Bros. Co., a Delaware corporation (the “ Company ”) has granted to
Participant the number of shares of Restricted Stock under the 2007
Omnibus Plan, as amended from time to time (the “
Plan ”), as set forth
in the Grant Notice.
ARTICLE I
GENERAL
1.1
Definitions . All capitalized terms used in this Agreement
without definition shall have the meanings ascribed in the Plan and
the Grant Notice.
1.2
Incorporation of Terms of Plan . The Award (as defined
below) is subject to the terms and conditions of the Plan which are
incorporated herein by reference. In the event of any inconsistency
between the Plan and this Agreement, the terms of the Plan shall
control.
ARTICLE II
AWARD
OF RESTRICTED STOCK
2.1
Award of Restricted Stock
(a)
Award . In consideration of Participant’s agreement to
remain in the service or employ of the Company or one of its
Parents or Subsidiaries, and for other good and valuable
consideration which the Administrator has determined exceeds the
aggregate par value of the Shares subject to the Award (as defined
below), as of the Grant Date, the Company issues to Participant the
Award described in this Agreement (the “ Award ”). The number of shares of
Restricted Stock (the “ Shares ”) subject to the Award is
set forth in the Grant Notice. The Participant is an Employee,
member of the Board, or Consultant.
(b)
Book Entry Form . The Shares will be issued in
uncertificated form. Notwithstanding anything to the contrary in
the foregoing, at the sole discretion of the Administrator, the
Shares will be issued in either (i) uncertificated form, with
the Shares recorded in the name of Participant in the books and
records of the Company’s transfer agent with appropriate
notations regarding the restrictions on transfer imposed pursuant
to this Agreement, and upon vesting and the satisfaction of all
conditions set forth in Section 2.2(c), the Company shall
cause certificates representing the Shares to be issued to
Participant; or (ii) certificate form pursuant to the terms of
Sections 2.1(c) and (d).
(c)
Legend . Certificates representing Shares issued pursuant to
this Agreement shall, until all Restrictions imposed pursuant to
this Agreement lapse or shall have been removed and new
certificates are issued, bear the following legend (or such other
legend as shall be determined by the Administrator):
“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS
OF THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED
[
, 20 ],
BY AND BETWEEN FARMER BROS. CO. AND THE REGISTERED OWNER OF SUCH
SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY,
OFFERED,
A-1
TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY
CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH
AGREEMENT.”
(d)
Escrow . The Secretary of the Company, or such other escrow
holder as the Administrator may appoint, may retain physical
custody of the certificates representing the Shares until all of
the restrictions on transfer imposed pursuant to this Agreement
lapse or shall have been removed; in such event Participant shall
not retain physical custody of any certificates representing
unvested Shares issued to him or her.
2.2
Restrictions
(a)
Forfeiture . Any Award which is not vested as of the date
Participant ceases to be an Employee or other Eligible Individual
shall thereupon be forfeited immediately and without any further
action by the Company. For purposes of this Agreement, “
Restrictions ” shall
mean the restrictions on sale or other transfer set forth in
Section 3.2 and the exposure to forfeiture set forth in this
Section 2.2(a).
(b)
Vesting and Lapse of Restrictions . Subject to
Sections 2.2(a) and 2.3 hereof, the Award shall vest and
the Restrictions shall lapse in accordance with the vesting
schedule set forth on the Grant Notice.
(c)
Tax Withholding; Conditions to Issuance of Certificates .
Notwithstanding any other provision of this Agreement (including
without limitation