Summary of FARMER BROTHERS CO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On September 24, 2012, the Compensation Committee of Farmer Bros. Co., a Delaware corporation (the "Company"), established fiscal 2013 target incentive compensation awards under the Farmer Bros. Co. 2005 Incentive Compensation Plan (the "Incentive Plan") for the Company's executive officers shown in the table below as a percentage of base salary. The target incentive percentages result in target bonus dollar amounts, which are also shown in the table below.

                                                                                Percent of
                                                         Fiscal 2013 Target     Fiscal 2013
       Name                        Title                      Award(1)         Base Salary

Michael H. Keown(2) President and Chief Executive
                    Officer                              $         475,000         100%
Jeffrey A. Wahba    Treasurer and Chief Financial
                    Officer                              $         180,125          55%
Mark A. Harding     Senior Vice President of Operations  $         128,250          50%
Thomas W. Mortensen Senior Vice President of Route Sales $         128,250          50%
Hortensia R. Gómez  Vice President, Controller and
                    Assistant Treasurer                  $          60,000          30%


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(1) Dollar amounts shown will change if base salary changes during fiscal 2013. The fiscal 2013 target award shown for Mr. Wahba reflects the change in his base salary from $350,000 per annum to $305,000 per annum on January 1, 2013 pursuant to the terms of his employment agreement with the Company.

(2) As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on March 13, 2012, pursuant to the terms of his employment agreement with the Company, Mr. Keown is entitled to a guaranteed bonus for fiscal 2013 equal to one-third (1/3) of his target award.

The Compensation Committee determined that for purposes of fiscal 2013 bonus determinations under the Incentive Plan, the Company's financial performance will be gauged by the level of achievement of operating cash flow as determined from the Company's audited financial statements. "Operating cash flow" is defined as income from operations after executive bonus accruals, excluding non-recurring items such as income from the sale of capital assets, severance paid or payable to terminated employees, interest expense, depreciation and amortization, pension related expense and ESOP compensation expense. Subject to the Committee's discretion under the Incentive Plan, threshold operating cash flow of $26.5 million must be achieved in fiscal 2013 to earn any bonus payout under the Incentive Plan. Assuming this threshold is reached, a percentage of achievement ranging from 90% for operating cash flow of $26.5 million to 150% for operating cash flow of $44.1 million or more will be assigned in proportion to the level of operating cash flow achieved. The Compensation Committee also assigned individual goals for fiscal 2013 to each of the executive officers shown in the table above.
At the end of the fiscal year, bonus awards will be determined primarily by measuring the Company's financial performance and the executive officer's achievement of individual goals. The method for calculating bonus awards is set forth in the form of target award notification letter under the Incentive Plan for fiscal 2013 filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.                                Description

10.1          Form of Target Award Notification Letter (Fiscal 2013) under Farmer
              Bros. Co. 2005 Incentive Compensation Plan*


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* Management contract or compensatory plan or arrangement.