Delaware
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001-34249
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95-0725980
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1912 Farmer Brothers Drive, Northlake, Texas
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76262
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(Address of Principal Executive Office)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Common Stock, $1.00 par value
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FARM
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NASDAQ Global Select Market
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Emerging growth company
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01. |
Financial Statements and Exhibits.
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(d) |
Exhibits
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Dated: March 28, 2023
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FARMER BROS. CO.
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By:
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/s/ Jared Vitemb
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Jared Vitemb
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VP, General Counsel, Secretary and Chief Compliance Officer
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(a) |
Severance Pay. In consideration for the covenants and releases
herein by EMPLOYEE, the Company shall pay EMPLOYEE fifty-two (52) weeks of severance pay (the “Severance Pay”). The Severance Pay shall be paid in regular bi-weekly installments on the Company’s regular pay dates, commencing on the first
regular pay date after the Separation Date that is at least eight (8) days after EMPLOYEE signs and returns this AGREEMENT and continuing until all installments are paid (the "Severance Period"). EMPLOYEE’S total Severance Pay shall equal
$360,500.00. The Severance Pay shall be subject to normal withholding and any other deductions required by law or previously authorized by EMPLOYEE. The severance is contingent on employee not breaching or revoking the AGREEMENT.
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(b) |
Health Insurance. Health Insurance coverage will continue
until the Separation Date occurs. Thereafter, Company shall not provide EMPLOYEE or EMPLOYEE’s qualified spouse or dependents with health insurance coverage at Company’s expense; however, EMPLOYEE may be eligible to continue health
insurance by electing COBRA benefits at EMPLOYEE’s expense.
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(a) |
General Release. EMPLOYEE, on his own behalf and on behalf of
his descendants, dependents, spouse, heirs, executors, administrators, assignees and successors, and each of them, hereby releases and forever discharges Company and any and all of its parent, subsidiary, and affiliated corporations,
businesses and partnerships, and all of its officers, directors, employees, agents, shareholders, attorneys, insurers, employee benefits plans, past and present, as well as the heirs, executors, administrators, predecessors, successors
and assigns (the “RELEASED PARTIES”) from and against any and all claims, causes of action, agency actions, and lawsuits whether past or present, known or unknown, civil or otherwise, which have been asserted or could have been asserted
by EMPLOYEE against Company, and any Company employees, including all claims for any form of damages, including economic damages, non-economic damages, punitive damages, exemplary damages, compensation, overtime compensation, salary,
wages, bonuses, benefits, liens, costs and expenses, obligations, debts and liability of any kind or nature whatsoever, including but not limited to attorneys’ fees, whether known or unknown, fixed or contingent, that EMPLOYEE ever had or
may now or hereafter have or claim to have or incur as a result of that could be related in any way to EMPLOYEE’S employment by Company, EMPLOYEE also hereby covenants not to file a lawsuit or participate in a class action lawsuit to
assert any claims released by EMPLOYEE pursuant to this AGREEMENT. This general release includes but is not limited to claims arising out of or in connection with: (i) EMPLOYEE’S employment relationship with Company or the EMPLOYEE’S
termination thereof; (ii) any allegation that Company wrongfully or unlawfully terminated, discharged or laid off EMPLOYEE; (iii) any allegation of violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Employee Retirement Income Security Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Worker’s Adjustment and Retraining Notification Act, the National Labor Relations Act, the
Fair Labor Standards Act, the Rehabilitation Act of 1973, the Uniform Services Employment and Reemployment Rights Act, the Family and Medical Leave Act of 1993; or any other applicable state, municipal or city ordinance; (iv) any
allegation of breach of contract, defamation, intentional or negligent infliction of emotional distress, workplace harassment or discrimination, invasion of privacy, violation of public policy, negligence or any other tort; (v) any
allegation of a breach of any contract of employment, express or implied, or of a violation of any Company policy or procedure, of the U.S. Constitution or constitution of any state, or any other law, rule, regulation or ordinance
pertaining to employment or the termination of employment; and/or (vi) any other statutory or common law cause of action. EMPLOYEE acknowledges and affirms that EMPLOYEE is not aware of any conduct, occurrences or facts occurring before
or during employment with Company or at any time before the date of this AGREEMENT that would constitute a violation of or give rise to a claim under any statute, common law or legal theory released in this Section 5(a). This release
pertains to all acts or omissions by Company or the other Released Parties through Effective Date of this AGREEMENT.
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(b) |
Leave Rights. EMPLOYEE represents that EMPLOYEE has received
all leave under the Family and Medical Leave Act, as amended (“FMLA”) and any State or local law providing for family or medical leave to which EMPLOYEE believes EMPLOYEE is entitled, and EMPLOYEE is not aware of any facts on which a
claim under either the FMLA or a State’s Family Rights Act could be brought.
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(c) |
No Right to Rehire. EMPLOYEE recognizes that EMPLOYEE’S
employment relationship with Company has been permanently severed as of the Separation Date, and that Company has no obligation, contractual or otherwise, to rehire, reemploy, recall or hire EMPLOYEE in the future.
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(d) |
No Unauthorized Access. EMPLOYEE agrees that EMPLOYEE will
not, without consent of Company, enter the exterior or interior premises of any Company facility, or attend any meeting, function or event sponsored by Company.
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(e) |
All Wages Paid. EMPLOYEE acknowledges that EMPLOYEE has been
paid EMPLOYEE’S compensation in full through the Separation Date, including all benefits and unused, earned or accrued vacation, and is not entitled to any other compensation except as specifically set forth in this AGREEMENT.
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(f) |
No Assignment of Claims. EMPLOYEE represents that EMPLOYEE has
not assigned or otherwise transferred to any party any claim that is being released pursuant to this AGREEMENT.
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(g) |
Acknowledgment of Obligations. EMPLOYEE acknowledges and
agrees to the obligations and provisions described in Section 2(c) and Section 5 of the Company’s Severance Pay Plan. EMPLOYEE acknowledges and agrees to continue to be bound by the obligations and provisions of the Employee
Confidentiality and Trade Secret Agreement previously executed by EMPLOYEE.
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(h) |
No Actions. EMPLOYEE represents that EMPLOYEE has not filed
any action, lawsuit, claim, charge, or complaining against any of the RELEASED PARTIES with any local, state or federal agency or court. EMPLOYEE further represents that EMPLOYEE is not aware of any employment-related injury for which
EMPLOYEE may be entitled to workers’ compensation benefits for which no claim has been filed to as of the date of EMPLOYEE’S signature below.
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EMPLOYEE NAME
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FARMER BROS. CO.
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/s/ Ruben Inofuentes
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/s/ Amber Jefferson
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Ruben Inofuentes
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Amber Jefferson, Chief Human Resource Officer
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(a)
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Severance Pay. In consideration for the
covenants and releases herein by EMPLOYEE, the Company shall pay EMPLOYEE fifty-two (52) weeks of severance pay (the “Severance Pay”). The Severance Pay shall be paid in regular bi-weekly installments on the Company’s regular pay
dates, commencing on the first regular pay date after the Separation Date that is at least eight (8) days after EMPLOYEE signs and returns this AGREEMENT and continuing until all installments are paid (the "Severance Period").
EMPLOYEE’S total Severance Pay shall equal $372,750.00. The Severance Pay shall be subject to normal withholding and any other deductions required by law or previously authorized by EMPLOYEE. The severance is contingent on employee
not breaching or revoking the AGREEMENT.
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(b)
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Health Insurance. Health Insurance
coverage will continue until the Separation Date occurs. Thereafter, Company shall not provide EMPLOYEE or EMPLOYEE’s qualified spouse or dependents with health insurance coverage at Company’s expense; however, EMPLOYEE may be eligible to
continue health insurance by electing COBRA benefits at EMPLOYEE’s expense.
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(a)
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General Release. EMPLOYEE, on his own
behalf and on behalf of his descendants, dependents, spouse, heirs, executors, administrators, assignees and successors, and each of them, hereby releases and forever discharges Company and any and all of its parent, subsidiary, and
affiliated corporations, businesses and partnerships, and all of its officers, directors, employees, agents, shareholders, attorneys, insurers, employee benefits plans, past and present, as well as the heirs, executors, administrators,
predecessors, successors and assigns (the “RELEASED PARTIES”) from and against any and all claims, causes of action, agency actions, and lawsuits whether past or present, known or unknown, civil or otherwise, which have been asserted or
could have been asserted by EMPLOYEE against Company, and any Company employees, including all claims for any form of damages, including economic damages, non-economic damages, punitive damages, exemplary damages, compensation, overtime
compensation, salary, wages, bonuses, benefits, liens, costs and expenses, obligations, debts and liability of any kind or nature whatsoever, including but not limited to attorneys’ fees, whether known or unknown, fixed or contingent,
that EMPLOYEE ever had or may now or hereafter have or claim to have or incur as a result of that could be related in any way to EMPLOYEE’S employment by Company, EMPLOYEE also hereby covenants not to file a lawsuit or participate in a
class action lawsuit to assert any claims released by EMPLOYEE pursuant to this AGREEMENT. This general release includes but is not limited to claims arising out of or in connection with: (i) EMPLOYEE’S employment relationship with
Company or the EMPLOYEE’S termination thereof; (ii) any allegation that Company wrongfully or unlawfully terminated, discharged or laid off EMPLOYEE; (iii) any allegation of violation of Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Employee Retirement Income Security Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Worker’s Adjustment and Retraining Notification Act, the National Labor
Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Uniform Services Employment and Reemployment Rights Act, the Family and Medical Leave Act of 1993; or any other applicable state, municipal or city
ordinance; (iv) any allegation of breach of contract, defamation, intentional or negligent infliction of emotional distress, workplace harassment or discrimination, invasion of privacy, violation of public policy, negligence or any other
tort; (v) any allegation of a breach of any contract of employment, express or implied, or of a violation of any Company policy or procedure, of the U.S. Constitution or constitution of any state, or any other law, rule, regulation or
ordinance pertaining to employment or the termination of employment; and/or (vi) any other statutory or common law cause of action. EMPLOYEE acknowledges and affirms that EMPLOYEE is not aware of any conduct, occurrences or facts
occurring before or during employment with Company or at any time before the date of this AGREEMENT that would constitute a violation of or give rise to a claim under any statute, common law or legal theory released in this Section 5(a).
This release pertains to all acts or omissions by Company or the other Released Parties through Effective Date of this AGREEMENT.
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(b)
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Leave Rights. EMPLOYEE represents that
EMPLOYEE has received all leave under the Family and Medical Leave Act, as amended (“FMLA”) and any State or local law providing for family or medical leave to which EMPLOYEE believes EMPLOYEE is entitled, and EMPLOYEE is not aware of any
facts on which a claim under either the FMLA or a State’s Family Rights Act could be brought.
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(c)
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No Right to Rehire. EMPLOYEE recognizes
that EMPLOYEE’S employment relationship with Company has been permanently severed as of the Separation Date, and that Company has no obligation, contractual or otherwise, to rehire, reemploy, recall or hire EMPLOYEE in the future.
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(d)
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No Unauthorized Access. EMPLOYEE agrees
that EMPLOYEE will not, without consent of Company, enter the exterior or interior premises of any Company facility, or attend any meeting, function or event sponsored by Company.
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(e)
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All Wages Paid. EMPLOYEE acknowledges
that EMPLOYEE has been paid EMPLOYEE’S compensation in full through the Separation Date, including all benefits and unused, earned or accrued vacation, and is not entitled to any other compensation except as specifically set forth in this
AGREEMENT.
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(f)
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No Assignment of Claims. EMPLOYEE
represents that EMPLOYEE has not assigned or otherwise transferred to any party any claim that is being released pursuant to this AGREEMENT.
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(g)
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Acknowledgment of Obligations. EMPLOYEE
acknowledges and agrees to continue to be bound by the obligations and provisions of the Employee Confidentiality and Trade Secret Agreement previously executed by EMPLOYEE.
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(h)
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No Actions. EMPLOYEE represents that
EMPLOYEE has not filed any action, lawsuit, claim, charge, or complaining against any of the RELEASED PARTIES with any local, state or federal agency or court. EMPLOYEE further represents that EMPLOYEE is not aware of any
employment-related injury for which EMPLOYEE may be entitled to workers’ compensation benefits for which no claim has been filed to as of the date of EMPLOYEE’S signature below.
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EMPLOYEE NAME
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FARMER BROS. CO.
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/s/ Maurice Moragne
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/s/ Amber Jefferson
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Maurice Moragne
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Amber Jefferson, Chief Human Resource Officer
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