AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Farmer Bros. Co. / Criteser)

Exhibit 10.2

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

(▇▇▇▇▇▇ Bros. Co. / ▇▇▇▇▇▇▇▇)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of February 13, 2012 (the “Effective Date”), between ▇▇▇▇▇▇ BROS. CO., a Delaware corporation (the “Company”), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”) who agree as follows:

RECITALS

WHEREAS, the Company and ▇▇▇▇▇▇▇▇ are parties to that certain Employment Agreement entered into effective as of April 19, 2011 (the “Existing Agreement”), whereby ▇▇▇▇▇▇▇▇ was employed as an Interim Co-Chief Executive Officer of the Company and the President and Chief Executive Officer of the Company’s subsidiary, Coffee Bean International, Inc. (“CBI”).

WHEREAS, pending the hiring of a permanent Chief Executive Officer of the Company, the Company and ▇▇▇▇▇▇▇▇ desire to amend and restate the Existing Agreement on the terms and conditions set forth herein.

WHEREAS, this Agreement supersedes the Existing Agreement in its entirety except as set forth in Section 6D below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, receipt and adequacy of which are hereby acknowledged, ▇▇▇▇▇▇▇▇ and the Company do hereby agree as follows:

1. Employment. The Company hereby employs ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ accepts employment from the Company, on the terms and conditions herein stated.

2. Term and Location of Employment. The term of this Agreement will commence on the Effective Date and shall end when terminated under Section 8 below. During the Term ▇▇▇▇▇▇▇▇ shall work out of the Company’s offices in Torrance, California and from CBI’s offices in Portland, Oregon as necessary for the performance of ▇▇▇▇▇▇▇▇’▇ duties.

3. Duties.

A. On the Effective Date and until the employment commencement date of a permanent Chief Executive Officer of the Company (the “CEO Commencement Date”), ▇▇▇▇▇▇▇▇ shall continue to serve as an Interim Co-Chief Executive Officer of the Company, reporting to the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) and, subject to the oversight and control of the Committee and the Board, shall have responsibility for all sales and marketing functions of the Company and CBI, including, without limitation, route sales, and for all Company manufacturing and distribution operations other than the Spice Products division operations, along with such shared general powers, duties and responsibilities as are typically vested in a chief executive officer, including without limitation the shared responsibility for the development and implementation of the Company’s strategic plans and the shared responsibility for the overall management of the Company. ▇▇▇▇▇▇▇▇ agrees that this Agreement shall serve as written notice of resignation as Interim Co-Chief Executive Officer of the Company effective as of the CEO Commencement Date.

▇. ▇▇▇▇▇▇▇▇ shall continue to serve as President and Chief Executive Officer of CBI, and in such capacity shall report to the CBI board of directors.

C. In addition to his general duties and responsibilities, ▇▇▇▇▇▇▇▇ shall also perform such other duties as are consistent with his position(s) and as are directed by the Committee or the Board. ▇▇▇▇▇▇▇▇ shall devote to the Company’s business substantially all of his working time. Service as a director of a for-profit organization shall require approval of the Board.

D. If ▇▇▇▇▇▇▇▇ is still employed by the Company on the CEO Commencement Date and not otherwise appointed as permanent Chief Executive Officer or as permanent Co-Chief Executive Officer, his title will revert to President and Chief Executive Officer of CBI with the duties attendant to that position and this Agreement will be assigned by the Company to CBI and assumed by CBI.

4. Base Salary.

▇. ▇▇▇▇▇▇▇▇ shall receive a base salary of $350,000 per annum through September 30, 2012, payable in accordance with the Company’s normal payroll practices.

B. On October 1, 2012, ▇▇▇▇▇▇▇▇’▇ annual base salary shall revert to $256,250 unless otherwise set by mutual written agreement.

C. If ▇▇▇▇▇▇▇▇ is selected as the permanent Chief Executive Officer or as permanent Co-Chief Executive Officer, compensation will be set by mutual written agreement.

D. The annual base salary amount shall be reviewed each year by the Company and may be adjusted upward or downward by the Company from time to time but shall not be reduced below the amount applicable under Section 4A, 4B or 4C, as applicable.

5. Bonuses. ▇▇▇▇▇▇▇▇ shall be entitled to participate in the Company’s 2005 Incentive Compensation Plan or any successor plan (“Plan”) each year so long as the Plan remains in effect and one or more of the Company’s other executive officers who are full-time Company employees (“Senior Executives”) also participate. Under the terms of the Plan, the Compensation Committee of the Board will, in its discretion, determine the Performance Criteria, as defined in the Plan, and all other variables by which ▇▇▇▇▇▇▇▇’▇ bonus for such year under the Plan will be measured. The Target Award, as defined in the Plan, shall be an amount equal to fifty-five percent (55%) (the “Applicable Percentage”) of ▇▇▇▇▇▇▇▇’▇ base annual salary; provided, however, if ▇▇▇▇▇▇▇▇’▇ base annual salary changes during the fiscal year, ▇▇▇▇▇▇▇▇’▇ Target Award shall be equal to the Applicable Percentage of twelve (12) times the average actual monthly base salary for such fiscal year. Except as provided otherwise in this Section 5, ▇▇▇▇▇▇▇▇’▇ participation in the Plan is subject to all Plan terms and conditions. Under the terms of the Plan, no bonus is earned until awarded by the Compensation Committee after completion of the fiscal year, and the Compensation Committee may, in its discretion, reduce, entirely eliminate or increase the bonus indicated by the Performance Criteria and other Plan factors. ▇▇▇▇▇▇▇▇ acknowledges receipt of a copy of the Plan. Section 9C(iii) is not affected by this Section 5. Bonuses awarded by the Compensation Committee under the Plan will be paid within ten (10) days after the Company files with the Securities and Exchange Commission its Form 10-K report for the fiscal year for which the bonus was awarded notwithstanding anything to the contrary in the Plan.

6. Grants of Non-Qualified Stock Options and Award of Restricted Stock

A. Incentive Grant. In accordance with the provisions of the ▇▇▇▇▇▇ Bros. Co. 2007 Omnibus Plan (the “Omnibus Plan”), upon full execution of this Agreement or, if such day falls within a

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blackout period under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (“Blackout Period”), the first business following the end of such Blackout Period, ▇▇▇▇▇▇▇▇ shall be granted seventy thousand (70,000) non-qualified stock options at an exercise price equal to the closing price of the Company’s common stock on the grant date (the “Incentive Grant”).

B. Public Information. Notwithstanding the foregoing, the Incentive Grant will be delayed during such period as there exists, in the opinion of the Company’s counsel, material information concerning the Company which has not been publicly disclosed.

C. Vesting. The Incentive Grant will vest on the one year anniversary of the grant date, provided ▇▇▇▇▇▇▇▇ is then employed by the Company, subject to accelerated vesting in the case of death, “Permanent Incapacity,” termination of employment for other than “Cause,” or resignation for “Good Reason,” as such terms are defined below. In addition, the vesting of thirty-five thousand (35,000) of the stock options subject to the Incentive Grant will be accelerated on June 29, 2012 if ▇▇▇▇▇▇▇▇ is then employed by the Company or if he has resigned without Good Reason effective June 29, 2012 upon at least thirty (30) days prior written notice to the Board; and the vesting of the remaining thirty-five thousand (35,000) stock options subject to the Incentive Grant will be accelerated upon ▇▇▇▇▇▇▇▇’▇ resignation effective after June 29, 2012 and prior to December 31, 2012, on a pro rata basis based on the number of service days completed in calendar year 2012 after June 29, 2012 divided by one hundred eighty five (185) days. In addition, the remaining thirty-five thousand (35,000) stock options subject to the Incentive Grant will be accelerated on December 31, 2012 if ▇▇▇▇▇▇▇▇ is then employed by the Company.

▇. ▇▇▇▇▇ Agreement. The Incentive Grant will be evidence by a Grant Notice and Stock Option Agreement consistent with this Section 6 and in the Company’s usual form.

E. Prior Incentive and Retention Grants and Award. Nothing herein affects the Incentive Grant, Retention Grant and Award to ▇▇▇▇▇▇▇▇ under Sections 6A, 6B and 6C, respectively, of the Existing Agreement, which shall continue to be subject to the terms and conditions of the Existing Agreement.

7. Benefits

A. The Company will provide to ▇▇▇▇▇▇▇▇ all benefits and perquisites provided by the Company from time to time to its Senior Executives, subject to the eligibility requirements and the terms and conditions of the benefit plans and perquisite policies. Included benefits and perquisites presently consist of paid days off, group health insurance (PPO or HMO), participation in the Omnibus Plan, life insurance, business travel insurance, qualified retirement plan (subject to pension freeze), 401(k) plan, employee stock ownership plan, cell phone, company credit card, and expense reimbursement, and may include use of an automobile or an automobile allowance in accordance with Company policy for Senior Executives. Not all of the foregoing benefits are 100% Company paid.

B. The Incentive Grant is in lieu of any other grants under the Omnibus Plan in fiscal year 2012. Thereafter, ▇▇▇▇▇▇▇▇ shall be entitled to such future grants under the Omnibus Plan as are awarded to him by the Compensation Committee in its discretion.

C. The Company reserves the right to alter or discontinue any or all such benefits and perquisites, provided they are so altered or discontinued as to all Senior Executives.

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8. Termination

▇. ▇▇▇▇▇▇▇▇’▇ employment is terminable by the Company for good and sufficient cause (“Cause”), which shall consist only of: (i) a repeated refusal to follow reasonable directions from the Committee, the Board or the permanent Chief Executive Officer, as applicable, after a warning; (ii) a material breach of any of ▇▇▇▇▇▇▇▇’▇ fiduciary duties to the Company (a breach involving dishonesty or personal gain shall be deemed material regardless of the amount involved); (iii) conviction of a felony; (iv) commission of a willful violation of any law, rule or regulation involving moral turpitude; (v) commission of a willful or grossly negligent act, omission or course of conduct which has a material adverse effect on the Company; or (vi) commission of a material breach by ▇▇▇▇▇▇▇▇ of this Agreement which breach, if curable, is not cured within a reasonable time after written notice from the Committee or the Board or the permanent Chief Executive Officer, as applicable, describing the nature of the breach in reasonable detail.

▇. ▇▇▇▇▇▇▇▇’▇ employment shall terminate upon ▇▇▇▇▇▇▇▇’▇ resignation, with or without “Good Reason,” as defined below, death or Permanent Incapacity. “Permanent Incapacity” shall be deemed to have occurred if ▇▇▇▇▇▇▇▇ has been unable to perform substantially all of his employment duties under Section 3 on a substantially full time basis by reason of a mental or physical condition for a period of ninety (90) consecutive days or for more than one hundred eighty days (180) in any period of three hundred sixty-five (365) consecutive days.

Good Reason shall exist only (i) on the Company’s material breach of this Agreement, (ii) on a material reduction in ▇▇▇▇▇▇▇▇’▇ responsibilities, duties or authority, other than as contemplated by ▇▇▇▇▇▇▇ ▇▇, ▇▇ (▇▇▇) on a relocation of ▇▇▇▇▇▇▇▇’▇ place(s) of employment to someplace other than either or both of Los Angeles County or the greater Portland, Oregon area; provided, however, that any such condition in subsections (i) through (iii) shall not constitute Good Reason unless both (x) ▇▇▇▇▇▇▇▇ provides written notice to the Company describing the condition claimed to constitute Good Reason in reasonable detail within ninety (90) days of the initial existence of such condition, and (y) the Company fails to remedy such condition within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of ▇▇▇▇▇▇▇▇’▇ employment with the Company shall not be treated as a resignation for Good Reason unless such resignation occurs not more than one (1) year following the initial existence of the condition claimed to constitute Good Reason.

▇. ▇▇▇▇▇▇▇▇’▇ employment shall terminate at the election of the Company at any time without Cause.

9. Payments upon Termination. The following amounts are payable upon termination of ▇▇▇▇▇▇▇▇’▇ employment, as applicable:

A. In the event of a termination for any reason, base salary at the then existing rate, shall be prorated and paid through the effective termination date, along with accrued and unused paid days off (subject to the Company’s paid days off policy).

B. If termination is due to ▇▇▇▇▇▇▇▇’▇ death or Permanent Incapacity, the Company shall also pay to ▇▇▇▇▇▇▇▇ upon termination an additional lump sum severance amount equal to the Target Award under the Plan which is applicable to ▇▇▇▇▇▇▇▇ for the fiscal year in which termination is effective or, if termination takes place before a Target Award for the then current fiscal year has been assigned to ▇▇▇▇▇▇▇▇, the Applicable Percentage of ▇▇▇▇▇▇▇▇’▇ then annual base salary, in either case prorated for the partial fiscal year ending on the effective termination date.

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C. If termination occurs (x) at the election of the Company without Cause, (y) by ▇▇▇▇▇▇▇▇’▇ resignation for Good Reason, or (z) by ▇▇▇▇▇▇▇▇’▇ resignation for other than Good Reason tendered during the period May 30, 2012 through December 31, 2012; provided such resignation under clause (z) is subject to a minimum of thirty (30) days’ notice and ▇▇▇▇▇▇▇▇’▇ reasonable cooperation in the transition of his duties during such notice period, ▇▇▇▇▇▇▇▇ will receive as severance:

(i) base salary continuation at the rate in effect on the date of termination notice for a period of one (1) year;

(ii) partially Company-paid COBRA coverage under the Company’s health care plan for himself and his spouse for one (1) year after the effective termination date (the Company will pay the same percentage of the coverage cost that it would have paid had ▇▇▇▇▇▇▇▇’▇ employment not terminated), and

(iii) an amount equal to one hundred percent (100%) of ▇▇▇▇▇▇▇▇’▇ Target Award under the Plan for the fiscal year in which the termination is effective, computed at the salary rate in effect on the effective termination date, such amount to be prorated for the partial fiscal year in which the termination is effective.

▇▇▇▇▇▇▇▇ is not obligated to seek other employment as a condition to receipt of the payments called for by this Section 9C, and ▇▇▇▇▇▇▇▇’▇ earnings, income or profits from other employment or business activities after termination of his employment shall not reduce the Company’s payment obligations under this Section 9C. Subject to Section 9D and Section 13J(ii), the amount referred to in clause 9C(i) above shall be paid in installments in accordance with the Company’s standard payroll practices commencing in the month following the month in which ▇▇▇▇▇▇▇▇’▇ Separation from Service occurs, and the amount referred to in clause 9C(iii) above shall be paid in a lump sum within thirty (30) days after the end of the Company’s fiscal year in which ▇▇▇▇▇▇▇▇’▇ Separation from Service occurs. As used herein, a “Separation from Service” occurs when ▇▇▇▇▇▇▇▇ dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Salary continuation payments shall commence, and the additional severance amount shall be paid, only when the release required by Section 9D below has become effective. For the avoidance of doubt, ▇▇▇▇▇▇▇▇ shall not be entitled to any severance pursuant to this Section 9C if he resigns effective prior to June 29, 2012 without Good Reason or is terminated at any time for Cause.

D. As a condition to receiving the applicable payments under Section 9C above, ▇▇▇▇▇▇▇▇ must execute and deliver to the Company within twenty-one (21) days following the termination of his employment (or such longer period as may be required under applicable law) a general release of claims against the Company other than claims to the payments called for by this Agreement, such release to be in form and content substantially as attached hereto as Exhibit A, and said release shall have become effective under applicable laws, including the Age Discrimination in Employment Act of 1967, as amended.

E. All benefits other than the entitlement to payments under Section 9C shall terminate automatically upon termination of ▇▇▇▇▇▇▇▇’▇ employment except to the extent otherwise provided in the Company benefit plans or by law.

F. Except as provided in this Section 9 or by applicable Company benefit plans or laws, ▇▇▇▇▇▇▇▇ shall not be entitled to any payments of any kind in connection with the termination of his employment by the Company.

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10. Employee Handbook and Company Policies. So long as he is employed by the Company, ▇▇▇▇▇▇▇▇ shall comply with, and shall be entitled to rights as set forth in the Company’s Employee Handbook which may be revised from time to time and other Company policies as in effect and communicated to ▇▇▇▇▇▇▇▇ from time to time. In the event that there is a conflict or contradiction between the contents of the Employee Handbook or other such Company policies and the provisions of this Agreement, then the provisions of this Agreement will prevail.

11. Confidential Information, Intellectual Property

▇. ▇▇▇▇▇▇▇▇ acknowledges that during the course of his employment with the Company, he will be given or will have access to non-public and confidential business information of the Company and CBI which will include information concerning pending or potential transactions, financial information concerning the Company and CBI, information concerning the Company’s and CBI’s product formulas and processes, information concerning the Company’s and CBI’s business plans and strategies, information concerning Company and CBI personnel and vendors, and other non-public proprietary information of the Company and CBI (all collectively called “Confidential Information”). All of the Confidential Information constitutes “trade secrets” under the Uniform Trade Secrets Act. ▇▇▇▇▇▇▇▇ covenants and agrees that during and after the term of his employment by the Company he will not disclose Confidential Information or any part thereof to anyone outside the Company or CBI or use such Confidential Information for any purpose other than the furtherance of the Company’s interests without the prior written consent of the Committee, the Board or the permanent Chief Executive Officer, as applicable.

▇. ▇▇▇▇▇▇▇▇ further covenants that for a period of two (2) years after his employment by the Company terminates, he will not, directly or indirectly, overtly or tacitly, induce, attempt to induce, solicit or encourage (i) any customer or prospective customer of the Company or CBI to cease doing business with, or not to do business with, the Company or CBI or (ii) any employee of the Company or CBI to leave the Company or CBI.

C. The Company and ▇▇▇▇▇▇▇▇ agree that the covenants set forth in this Section 11 are reasonably necessary for the protection of the Company’s Confidential Information and that a breach of the foregoing covenants will cause the Company irreparable damage not compensable by monetary damages, and that in the event of such breach or threatened breach, at the Company’s election, an action may be brought in a court of competent jurisdiction seeking a temporary restraining order and a preliminary injunction against such breach or threatened breach notwithstanding the arbitration and reference provisions of Section 13F below. Upon the court’s decision on the application for a preliminary injunction, the court action shall be stayed and the remainder of the dispute submitted to arbitration or reference under Section 13F. The prevailing party in such legal action shall be entitled to recover its costs of suit including reasonable attorneys’ fees.

D. The Company shall own all rights in and to the results, proceeds and products of ▇▇▇▇▇▇▇▇’▇ services hereunder, including without limitation, all ideas and intellectual property created or developed by ▇▇▇▇▇▇▇▇ and which is related to ▇▇▇▇▇▇▇▇’▇ employment.

12. Termination of Change in Control Severance Agreement. The Change in Control Severance Agreement previously entered into between ▇▇▇▇▇▇▇▇ and the Company is terminated on the CEO Commencement Date if ▇▇▇▇▇▇▇▇ is not appointed as permanent Chief Executive Officer or permanent co-Chief Executive Officer, and thereafter shall be of no further force or effect.

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13. Miscellaneous

A. This Agreement and Indemnification Agreement previously entered into between ▇▇▇▇▇▇▇▇ and the Company, contain the entire agreement of the parties on the subject of ▇▇▇▇▇▇▇▇’▇ employment by the Company, all prior and contemporaneous agreements, promises or understandings being merged herein. This Agreement can be modified only by a writing signed by both parties hereto.

▇. ▇▇▇▇▇▇▇▇ cannot assign this Agreement or delegate his duties hereunder. Subject to the preceding sentence, this Agreement shall bind and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns.

C. No waiver of any provision or consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided. This Agreement may be executed in counterparts (and by facsimile signature), each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

D. Each party shall execute and deliver such further instruments and take such other action as may be necessary or appropriate to consummate the transactions herein contemplated and to carry out the intent of the parties hereto.

E. This Agreement shall be construed in a fair and reasonable manner and not pursuant to any principle requiring that ambiguities be strictly construed against the party who caused same to exist.

F. (i) All disputes arising under or in connection with this Agreement, shall be submitted to a mutually agreeable arbitrator, or if the parties are unable to agree on an arbitrator within fifteen (15) days after a written demand for arbitration is made by either party, to JAMS/Endispute (“JAMS”) or successor organization, for binding arbitration in Los Angeles County by a single arbitrator who shall be a former California Superior Court judge. Except as may be otherwise provided herein, the arbitration shall be conducted under the California Arbitration Act, Code of Civil Procedure 1280 et seq. The parties shall have the discovery rights provided in Code of Civil Procedure 1283.05 and 1283.1. The arbitration hearing shall be commenced within ninety (90) days after the selection of an arbitrator by mutual agreement or, absent such mutual agreement, the filing of the application with JAMS by either party hereto, and a decision shall be rendered by the arbitrator within thirty (30) days after the conclusion of the hearing. The arbitrator shall have complete authority to interpret this Section 13F and to render any and all relief, legal and equitable, appropriate under California law, including the award of punitive damages where legally available and warranted. The arbitrator shall award costs of the proceeding, including reasonable attorneys’ fees and the arbitrator’s fee and costs, to the party determined to have substantially prevailed. Judgment on the award can be entered in a court of competent jurisdiction.

(ii) The foregoing notwithstanding, if the amount in controversy exceeds $200,000, exclusive of attorneys’ fees and costs, the matter shall be litigated in the Los Angeles County Superior Court as a regular non-jury civil action except that a former California Superior Court Judge selected by the parties or by JAMS, as hereinabove provided, shall be appointed as referee to try all issues of fact and law, without a jury, pursuant to California Code of Civil Procedure §638 et seq. The parties hereto expressly waive a trial by jury. Judgment entered on the decision of the referee shall be appealable as a judgment of the Superior Court. The prevailing party shall be entitled to receive its reasonable attorneys’ fees and costs from the other party.

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G. Payments to ▇▇▇▇▇▇▇▇ are subject to payroll deductions and withholdings if and to the extent required by law. Salary payments will be reduced on a dollar-for-dollar basis by payments received by ▇▇▇▇▇▇▇▇ for disability under governmental or Company paid disability insurance programs.

H. All provisions of this Agreement which must survive the termination of this Agreement to give them their intended effect shall so survive.

I. If any provision of this Agreement is determined to be unenforceable as illegal or contrary to public policy, it shall be deemed automatically amended to the extent necessary to render it enforceable provided the intent of the parties as expressed herein will not thereby be frustrated. Otherwise the unenforceable provision shall be severed from the remaining provisions which shall remain in effect.

J. (i) It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Internal Revenue Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject ▇▇▇▇▇▇▇▇ to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to ▇▇▇▇▇▇▇▇.

(ii) Notwithstanding any provision of this Agreement to the contrary, if ▇▇▇▇▇▇▇▇ is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of ▇▇▇▇▇▇▇▇’▇ Separation from Service, ▇▇▇▇▇▇▇▇ shall not be entitled to any payment or benefit pursuant to Section 9C until the earlier of (i) the date which is six (6) months after ▇▇▇▇▇▇▇▇’▇ Separation from Service for any reason other than death, or (ii) the date of ▇▇▇▇▇▇▇▇’▇ death. Any amounts otherwise payable to ▇▇▇▇▇▇▇▇ upon or in the six (6) month period following ▇▇▇▇▇▇▇▇’▇ Separation from Service that are not so paid by reason of this Section 13J(ii) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after ▇▇▇▇▇▇▇▇’▇ Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of ▇▇▇▇▇▇▇▇’▇ death). The provisions of this Section 13J(ii) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A.

(iii) To the extent that any benefits pursuant to Section 9C(ii) or reimbursements pursuant to Section 7 are taxable to ▇▇▇▇▇▇▇▇, any reimbursement payment due to ▇▇▇▇▇▇▇▇ pursuant to such provision shall be paid to ▇▇▇▇▇▇▇▇ on or before the last day of ▇▇▇▇▇▇▇▇’▇ taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that ▇▇▇▇▇▇▇▇ receives in one taxable year shall not affect the amount of such benefits or reimbursements that ▇▇▇▇▇▇▇▇ receives in any other taxable year.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first above written.

Company:

Dated: February 13, 2012		▇▇▇▇▇▇ BROS. CO.,
		a Delaware corporation
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
						▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
						Interim Co-Chief Executive Officer, Treasurer and Chief Financial Officer
▇▇▇▇▇▇▇▇:
Dated: February 13, 2012				/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
				▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

[Signature Page to Employment Agreement

(▇▇▇▇▇▇ Bros. Co. / ▇▇▇▇▇▇▇▇)]

EXHIBIT A

FORM OF RELEASE AGREEMENT

I understand that my position with ▇▇▇▇▇▇ Bros. Co. (the “Company”) terminated effective             , 20     (the “Separation Date”). The Company has agreed that if I choose to sign this Agreement, the Company will pay me severance benefits (minus the standard withholdings and deductions) pursuant to the terms of the Amended and Restated Employment Agreement entered into effective as of February 13, 2012 (“Employment Agreement”) between myself and the Company. I understand that I am not entitled to this severance payment unless I sign this Agreement. I understand that in addition to this severance, the Company will pay me all of my accrued salary and paid days off, to which I am entitled by law regardless of whether I sign this release.

In consideration for the severance payment I am receiving under this Agreement, I acknowledge and agree that I am bound by the provisions of Sections 11A and 11B of my Employment Agreement and, except as provided otherwise below, hereby release the Company and its current and former officers, directors, agents, attorneys, employees, stockholders, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and nature, whether they are known or unknown, arising at any time prior to the date I sign this Agreement. This general release includes, but is not limited to: all federal and state statutory and common law claims, claims related to my employment or the termination of my employment or related to breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation. This release is not intended to release any claims I have or may have against any of the released parties for (a) indemnification as a director, officer, agent or employee under applicable law, charter document or agreement, (b) severance and other termination benefits specifically provided for in my Employment Agreement which constitutes a part of the consideration for this release, (c) health or other insurance benefits based on claims already submitted or which are covered claims properly submitted in the future, (d) vested rights under pension, retirement or other benefit plans, or (e) in respect of events, acts or omissions occurring after the date of this Release Agreement. In addition, if any stockholder of the Company brings suit against me, including any suit brought derivatively, I am not releasing any claim that I may have against such stockholder, hereby reserving my right to assert such claim against such stockholder by cross-complaint, setoff, or separate action. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”). I also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may arise after my signing of this Agreement; (b) I should consult with an attorney prior to executing this release; (c) I have twenty-one (21) days within which to consider this release (although I may choose to voluntarily execute this release earlier); (d) I have seven (7) days following the execution of this release to revoke the Agreement; and (e) this Agreement will not be effective until the eighth day after this Agreement has been signed both by me and by the Company.

I accept and agree to the terms and conditions stated above:

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[Exhibit A to Employment Agreement

(▇▇▇▇▇▇ Bros. Co. / ▇▇▇▇▇▇▇▇)]