Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On September 18, 2012, the Compensation Committee of Farmer Bros. Co., a
Delaware corporation (the "Company"), approved the following executive officer
bonus awards for the fiscal year ended June 30, 2012 under the Farmer Bros. Co.
2005 Incentive Compensation Plan (the "Incentive Plan"), a copy of which was
previously filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2008, or as otherwise set forth in the
footnotes to the table below:
Fiscal 2012
Target Award as Corporate Individual
Percentage of Pro Rata Fiscal Performance Performance Fiscal 2012
Fiscal 2012 Fiscal 2012 Base 2012 Target Goals Goals Actual Bonus
Name Target Award(1) Salary Award(2) (Weight) (Weight) Award
Michael H. Keown $ 475,000 100% $ 129,781 80% 20% $ 132,247
Jeffrey A. Wahba $ 192,500 55% - 80% 20% $ 187,880
Mark A. Harding $ 129,952 50% - 80% 20% $ 126,621
Thomas W. Mortensen $ 103,228 50% $ 74,437 80% 20% $ 73,424
Hortensia R. Gómez $ 55,350 30% - 80% 20% $ 55,725
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(1) Fiscal 2012 target award for Mark A. Harding and Thomas W. Mortensen based
on average monthly base salary for fiscal 2012.
(2) Mr. Keown's target award under the Incentive Plan is equal to one hundred
percent (100%) of his base annual salary, prorated at 27.3% for fiscal
2012 based on the commencement date of his employment. Mr. Mortensen's
fiscal 2012 target award under the Incentive Plan is equal to fifty
percent (50%) of his base annual salary, prorated at 12.5% for fiscal 2012
based on the date of his promotion to Senior Vice President of Route
Sales. Mr. Mortensen's pro rata fiscal 2012 target award also includes a
prorated target award under a non-executive officer bonus plan in which he
participated prior to his promotion.
Fiscal 2012 bonuses were awarded based on the level of achievement of Company
financial performance criteria and individual goals. The form of award letter
under the Incentive Plan for fiscal 2012 is filed herewith as Exhibit 10.1 and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Award Letter (Fiscal 2012) under Farmer Bros. Co. 2005
Incentive Compensation Plan*
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* Management contract or compensatory plan or arrangement.
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