EX-10.53 9 farm-12312018xex1053.htm EXHIBIT 10.53 Exhibit

EXHIBIT 10.53

Amendment to the Farmer Bros. Co. Retirement Plan
WHEREAS, the Board of Directors of Farmer Bros. Co. and the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans have approved and authorized an amendment to the Farmer Bros. Co. Retirement Plan (the “Plan”) to provide for the spin-off of certain benefits to the Brewmatic Company, A Division of Farmer Bros. Co. Pension Plan (Brewmatic Pension Plan), and the termination of the Plan following such spin-off.
NOW, THEREFORE, the undersigned officer of Farmer Bros. Co. hereby executes this amendment effective as of December 1, 2018, which modifies the Plan in the following respects:
1.
A new Article XIII is added to the Plan to read as follows:
“ARTICLE XIII
PLAN SPIN-OFF AND TERMINATION
SECTION 13.01 – SPIN-OFF OF CERTAIN PARTICIPANTS
Effective as of December 1, 2018 (the “Termination Date”), the Accrued Benefits of all Participants, Beneficiaries or alternate payees other than the individuals set forth on Exhibit A (such Participants, the “Spin-Off Participants”) and all liabilities associated with the Accrued Benefits of such Spin-Off Participants will be transferred to the Brewmatic Company, A Division of Farmer Bros. Co. Pension Plan (Brewmatic Pension Plan).
SECTION 13.02 – TERMINATION OF THE PLAN
Effective as of December 1, 2018, immediately following the spin-off described in Section 13.01 above, the Plan will terminate.
SECTION 13.03 – DISTRIBUTIONS TO REMAINING PARTICIPANTS
Effective as of the Termination Date, the individuals listed on Exhibit A (such Participants, the “Remaining Participants”) will become fully vested in their Accrued Benefits under the Plan and will be subject to the following terms; provided, if prior to the Termination Date any individual listed on Exhibit A dies or becomes subject to a domestic relations order that impacts the individual’s benefit under the Plan, such individual will cease to be a Remaining Participant and will become a Spin-Off Participant effective as of the Termination Date:
(a)
If the value of a Remaining Participant’s Accrued Benefit does not exceed $5,000 as of the Termination Date, a lump sum payment equal to the value of such Remaining Participant’s Accrued Benefit shall be paid to the Remaining Participant as of December 1, 2018, subject to such Remaining Participant’s completion of all necessary paperwork in connection with such payment; provided that, if any such Remaining Participant (1) does not complete the necessary paperwork in connection with the payment of such

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Remaining Participant’s Accrued Benefit timely in accordance with procedures established by the Plan Administrator pursuant to the authority established in (b) below, or (2) elects a lump sum but does not cash the lump sum check within 90 days of the day the check is issued, then such Remaining Participant’s Accrued Benefit shall be sent to the Pension Benefit Guaranty Corporation’s Missing Participants Program.
(b)
If the value of a Remaining Participant’s Accrued Benefit exceeds $5,000, such Remaining Participant may elect to commence payment of such Remaining Participant’s entire Accrued Benefit under the Plan in the form of (1) a lump sum, (2) any of the optional forms of retirement benefit set forth in Section 6.03 of the Plan, or (3) if such Remaining Participant has a spouse, a Qualified Joint and Survivor Annuity; provided that, if any such Remaining Participant elects a lump sum but does not cash the lump sum check within 90 days of the date the check is issued, then such Remaining Participant’s Accrued Benefit shall be sent to the Pension Benefit Guaranty Corporation’s Missing Participants Program. The Plan Administrator will establish procedures governing the election of benefits under Section 13.03(a) and this Section 13.03(b), including procedures for revoking any such elections. Such procedures will comply with applicable Treasury Regulations.
(c)
Any lump sum payable pursuant to Sections 13.03(a) or (b) shall be equal to the Present Value of a Remaining Participant’s Accrued Benefit calculated using the Applicable Interest Rate and the Applicable Mortality Table; provided that in no event will a Remaining Participant’s lump sum be less than the balance of such Remaining Participant’s Required Contribution Account and:
(i)
For any Remaining Participant who is eligible to receive an early retirement benefit, such Remaining Participant’s lump sum will be equal to the greater of (1) the amount described above in Section 13.03(c) and (2) the Present Value of a single life annuity with a 5-year certain period; and
(ii)
For any Remaining Participant who is over age 65, such Remaining Participant’s lump sum will be equal to such Remaining Participant’s late retirement benefit, as determined in accordance with Section 4.06 of the Plan.
(d)
Any optional form of retirement benefit paid pursuant to Section 13.03(b)(2) and any Qualified Joint and Survivor Annuity paid pursuant to Section 13.03(b)(3) will be determined using the same rules that are generally applicable to such forms of payment under the Plan; provided that:

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(i)
For any Remaining Participant who is at least age 55 but who has not reached age 65 as of the Termination Date, the value of a single life annuity with a 5-year certain period will be equal to such Remaining Participant’s Accrued Benefit on the Termination Date, reduced by 1/3 of 1% for each full calendar month by which the Termination Date precedes such Remaining Participant’s Normal Retirement Date; and
(ii)
For any Remaining Participant who has not reached age 55 as of the Termination Date, the value of a single life annuity with a 5-year certain period will be equal to such Remaining Participant’s Accrued Benefit on the Termination Date, reduced (1) by 40%, plus (2) further reduced for the period of time between the Termination Date and such Remaining Participant’s 55th birthday, using the Applicable Interest Rate and Applicable Mortality Table.”
2.
Section 5.01(b) of the Plan is deleted in its entirety, and all references thereto in the Plan are removed. Section 5.01(c) of the Plan, and all references thereto in the Plan, are redesignated, accordingly.
3.
Section 6.04(b) of the Plan is deleted in its entirety.
4.
The second paragraph of Section 6.04(c)(2) of the Plan is deleted in its entirety.
5.
The first sentence of Section 6.04(c)(3) of the Plan is revised to read as follows:
“If the Present Value of the Participant’s Vested Accrued Benefit exceeds $5,000, any benefit that is (i) immediately distributable and (ii) payable in a form other than a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity, requires the consent of the Participant and the Participant’s spouse (or where either the Participant or the spouse has died, the survivor).”
6.
Section 6.05(c) of the Plan is deleted in its entirety.
7.
A new Section 6.06(f) is added to the Plan to read as follows:
“(f)    Notwithstanding the foregoing, Sections 6.06(a) – (e) will not apply to any benefits distributed with an Annuity Starting Date that occurs on or after May 30, 2019.”
8.
The following sentence is added at the end of Section 10.02:
“Notwithstanding the foregoing, the second and third paragraphs of Section 10.02 will not apply to any benefits distributed as of a date after December 1, 2018.”
9.
The following sentence is added at the end of Section 10.11:

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“Notwithstanding the foregoing, this Section 10.11 will not apply to any benefits distributed as of a date after December 1, 2018.”
10.
Exhibit A, which follows this signature page, is hereby attached to the Plan.
THEREFORE, this Amendment is hereby executed effective as of December 1, 2018.
FARMER BROS. CO.
By:
/s/ David G. Robson
Title:
Treasurer and Chief Financial Officer
Dated as of December 1, 2018

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EXHIBIT A
ACEVEDO, GUADALUPE
COX, JASON
HANSSEN, RICK
MARBACH, RUSSELL
ROE, ACE
ADAMS, JEFFERY
CRAVENS, KJELL
HARVEY, DAVID
MARKS, PAUL
ROGERS, JEFFREY
AGUIRRE, ADRIAN
CRAWFORD, JOHN
HEATH, BRENT
MAZZI, REIKO
ROSALES, JOSE
AGUM, CHRISTOPHER
CROW, CHRISTOPHER
HELSING, TERRY
MCKINNIS, BRANDY
ROSS, DANA
ALBERTSON, ROBBIE
CRUMP, TIMOTHY
HERNANDEZ, HECTOR
MCKINNON, ROBERT
RUIZ, JOSE
ALLANSON, RICHARD
CUBBERLEY, CARRIE
HEYDENREICH, ALAN
MEIDINGER, JASON
SACKETT, JOHN
ARNETT, MICHAEL
DARDIS, MITCHELL
HIXON MALCZYK, NIKITA
MENA, JUAN
SANCHEZ, ANDRES
ATWOOD, STEPHEN
DAVIS, ROBERT
HO, HOA
MENDOZA, CHRISTINE
SAPP, MICHAEL
BARKHURST, JOHN
DE LA PENA, STEVEN
HOOS, DAVID
MERTES, COREY
SAWANT, YATIN
BARNES, CELESA
DEGRANDE, BRANDY
HOOVER, CORY
MIKESKA, PAUL
SCHEWE, KATHLEEN
BARRANCO, KEVIN
DEUTSCH, MICHAEL
HORNE, BRADLEY
MILNES, JOHN
SCOTT, DONALD
BARRANCO, BRIAN
DOUGHERTY, LORI
HOWARD, BRIAN
MIX, JUSTICE
SEKULOSKI, LOUIE
BATEMAN, PARKER
DOWNS, DAVID
HOWARD, ERNEST
MONTOYA, JOSHUA
SHAW, LOUIS
BELL, JEFFREY
EDWARDS, GARY
HUBER, CRAIG
MORENO, VICTOR
SHAW, JUDD
BERGERON, DAVID
ERHARD, DWIGHT
IVANCIK, PAUL
MORGANELLI, NICHOLAS
SIANO, JERRY
BICKFORD, SEAN
ESSINGER, RAYMOND
JEFFERS, MICHAEL
MORKRID, BERNARD
SIMONTON, MICHAEL
BJONSKAAS, NICOLAS
ESSLEY III, THOMAS
JOHNSON, KAREN
MORRISON, ALVIN
SNYDER, RICKY
BLAIR, TYLER
FITZSIMMONS, DENNIS
JOLLY, JASON
MORTON, DAVID
SOURLOS, NICHOLAS
BOEHME, BENJAMIN J
FLORES III, EVARISTO
JONES, JEFFREY
MUNRO, JEANINE
SPRAGUE, ALAN
BOGS, DAVID
FORD, JAY
JOSTMEYER, DESTRY
NEILSON, CHARLES
STEELE, CRAIG
BOYCE, JOSEPH
FOWLER, GEORGE
KAELIN, MARK
NIRCHI, PATRICK
STEPHENS, GARY
BOYCE, GAIL
FRANCIA, MANUEL
KELLY, DENNIS
OLMSCHEID, NEIL
STEPHENS, KARMELLIA
BRADLEY, JOSEPH
FRASER, JAMES
KINDELL, MORRIS
OPOKA, SCOTT
STEVENS, CHRISTOPHER
BREDESON, MICHAEL
FRIEND, DUANE
KING, RONALD
ORMSBEE, KEVIN
STOBER, DEREK
BRITTAIN, TONY
FRISBY, JAMES
KITE, ELVIN
ORTH, MICHAEL
SUAREZ JR, ANTONIO L
BRUNE, ROSS
FULLER, DARNELL
KLASSEN, DAVID
ORTIZ, JUAN
SWAYNE, CHARLES
BUCHANAN, BRANDON
GALICIA, MIRIAM
KNUTH, WAYNE
OSCARSON, EDWARD
THOMPSON, JOHN
BURRIS, BRUCE
GARCIA, THERESA T
KOUBA, DANIEL M
OTERO, JOHNNY
TOLIVER, ANTHONY
BURTON, DOUGLAS
GILLARD, TODD
KOVATCH, SCOTT
OUBRE, SHAWONNA
TORRES, KENNETH
BUTTERFIELD, RYAN
GILMORE, JAMES
KRUEGER, THOMAS
PALVIS, KENNETH
TUFF, JASON
CALLAWAY, LARRY
GLASCO, GENE
KRUSE, ROBERT
PEREA, ARNOLD
VARNUM, MARTIN
CALVO, MICHAEL
GOLDEN, CHRISTOPHER
KUHN, DAVID
PETTY, DAVID
VEGA, JOSE
CARLSON, RODNEY
GOMEZ, JORGE
LABRADOR, IVAN
PIKE, WILLIAM
VENCILL, TIMOTHY
CARNRIGHT, DONALD
GORDON, JEFFREY
LANGDON, KEVIN
PLANTE, GREGORY
VERDON, STEVE
CHRISTIANSON, TRAVIS
GORRELL, SCOTT
LARA, GILBERTO
PORTER, KENNETH
WARD, THOMAS
CLAPP, COREY
GORSEK, WILLIAM
LAREAU, JOHN
PRAZAK, JASON
WHITEHEAD, SUSAN
CLAYTON, ROBERT
GOSLIN, RICHARD
LAWSON, RYAN
QUINN, COLLEEN
WICKS, JOHN
COLANGELO, STEVEN
GRAHAM, MICHELLE
LEE, KAO
RAJAN, SOWMYA
WILLIAMS, BEAU
CONTRERAS BARBOSA, SARA
GREEN, DARRELL
LESLIE, ADAM
RAMBO, ERIC
WIMMER, JAMIE
COOK, JAMES
GRIFFITH, DUSTY
LUNSFORD, STEVEN
RAMIREZ JR, JOSE
WORSHAM, BRIAN
CORONADO, JESUS
GRIGGS II, ALBERT
LUTHER, MICHAEL
RIDER, WILLIAM
YOUNG, KENNETH
CORREIA, DEOCLECIO
HALL, CHAD
MACIAS, MARIA
ROBINSON, DAMON
ZABILSKI, SARAH
CORTESE, ROBERT
HANSEN, ERIC
MAECHTLEN, JACOB
RODRIGUEZ, NORBERTO
ZIEGLER, STANLEY
COVERT, DAVID R
HANSON, CHAD
MANN, RANDAL
RODRIGUEZ, EFRAIN
 


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