Exhibit 10.56
MGP INGREDIENTS, INC.
AGREEMENT AS TO AWARD OF RESTRICTED SHARES
GRANTED UNDER THE NON-EMPLOYEE
DIRECTORS’ RESTRICTED STOCK PLAN
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Date
of Grant: October 17, 2008
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Time
of Grant: Close Market
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Restricted Shares
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In accordance with and
subject to the terms and restrictions set forth in the MGP Ingredients, Inc.
Non-Employee Directors’ Restricted Stock Plan (the “Plan”) and this Agreement, MGP
INGREDIENTS, INC., a Kansas corporation (the “Company”), hereby grants to the Director
named below (“Participant”) the number of Restricted Shares of Common Stock of
the Company as set forth below:
Participant:
John Speirs
Number
of Restricted Shares under the Plan: 5,274
NOW, THEREFORE, the Company
and the Participant hereby agree to the following terms and conditions:
1. Issuance of
Restricted Shares. The shares
described above are being issued by the Company to the Participant as restricted
shares pursuant to the terms and provisions of the Plan, a true copy of which is
attached hereto as Exhibit A and incorporated herein by reference. Upon the execution of this Agreement, the
Company shall issue in the Participant’s name the aggregate number of restricted
shares described above, subject to the provisions of the Plan requiring that
such certificate or certificates be held in the custody of the Company.
2. Vesting in
Restricted Shares. Subject to
the provisions of the Plan, restricted shares shall vest in the Participant
upon the Participant’s completion of three (3) full years of service on
the Board of Directors of the Company (“Vesting Period”) commencing on October 17,
2008. The restricted shares issued to
the Participant shall be forfeited to the Company if the Participant resigns as
a director during his or her term and prior to the end of the Vesting
Period. The restricted shares are
subject to accelerated vesting as provided in the Plan.
3. Restriction on
Transfer. The Participant may not sell, assign, transfer,
pledge, hypothecate, or otherwise dispose of any restricted shares to any other
person or entity during the Vesting Period.
Any disposition or purported disposition made in violation of this paragraph
shall be null and void, and the Company shall not recognize or give effect to
such disposition on its books and records.
4. Legend on
Certificates. In order
that all potential transferees and others shall be put on notice of this
Agreement and so long as the risk of forfeiture exists under the Plan, each certificate
evidencing ownership of the restricted shares issued pursuant to the Plan (and
any replacements thereto) shall bear a legend in substantially the following
form:
“The
shares evidenced by this Certificate have been issued pursuant to the MGP
Ingredients, Inc. Non-Employee Directors’ Restricted Stock Plan and a
related agreement (the “Agreement”) between the Company and the registered
holder. The holder’s rights are subject
to the restrictions, terms and conditions of the Plan, which restricts the
transfer of the shares and subjects them to forfeiture to the Company under the
circumstances referred to in the Agreement.
This legend may be removed when the holder’s rights to the shares vest
under the Plan.”
5. Controlling
Provisions. The
provisions of the Plan shall apply to the award made under this Agreement. In the event of a conflict between the
provisions of this Agreement and the Plan, the provisions of the Plan will
control.
IN WITNESS WHEREOF, this
Instrument has been executed as of this 16th day of February, 2009.
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MGP
INGREDIENTS, INC.
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By:
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Timothy
W. Newkirk
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President
and Chief Executive Officer
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ACKNOWLEDGEMENT
I understand and agree that
the Restricted Shares to be acquired by me are subject to the terms, provisions
and conditions hereof and of the Plan, to all of which I hereby expressly assent. This Agreement shall be binding upon and inure
to the benefit of the Company, myself, and our respective successors and legal
representatives.
This Agreement constitutes
the entire agreement between the parties with respect to the subject matter hereof,
and may not be modified, amended, renewed or terminated, nor may any term,
condition or breach of any term or condition be waived, except in writing
signed by the parties sought to be bound thereby. Any waiver of any term, condition or breach
shall not be a waiver of any term or condition of the same term or condition
for the future or any subsequent breach.
In the event of the invalidity of any part or provision of this
Agreement, such invalidity shall not affect the enforceability of any other part
or provision of this Agreement.
Signed this
day of February, 2009.
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