Exhibit 10.52


 


MGP INGREDIENTS, INC.


AGREEMENT AS TO AWARD OF RESTRICTED SHARES


GRANTED UNDER THE STOCK INCENTIVE PLAN OF 2004


 




	
  Date
  of Grant: August 26, 2010

  	
   

  
	
   

  	
  Restricted Shares

  






 


In
accordance with and subject to the terms and restrictions set forth in the MGP
Ingredients, Inc. Stock Incentive Plan of 2004, as amended  (the “2004 Plan”) and this Agreement, MGP
INGREDIENTS, INC., a Kansas corporation (the “Company”), hereby grants to
the Participant named below the number of Restricted Shares of Common Stock of
the Company as set forth below:


 


Participant: Newkirk, Timothy W.


Number
of Restricted Shares under the 2004 Plan: 22,700


 


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 2004 Plan and of the Guidelines for Issuance of Fiscal
2010 Restricted Share Awards (the “Guidelines”) adopted by the Human Resources
Committee of the Board of Directors of the Company, true copies of which are
attached hereto as Exhibits A and B 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 Guidelines 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 Guidelines,
Restricted Shares shall vest in the Participant upon the Participant’s
completion of five (5) full years of employment with the Company
commencing on August 26, 2010.  Except as provided in the Guidelines,
the Restricted Shares issued to the Participant shall be forfeited to the
Company if the Participant’s employment with the Company is terminated prior to
the end of the applicable Restriction Period. Notwithstanding vesting, this
award will be subject to any applicable claw back policy that may be adopted,
as referenced in the Guidelines.  As
noted in the Guidelines, any such claw back policy will also apply to fiscal
2010 incentive cash compensation and may apply to stock awards or incentive
compensation made or paid in prior years.


 


3.               Restriction on
Transfer. The Participant shall not voluntarily sell,
exchange, transfer, pledge, hypothecate, or otherwise dispose of any Restricted
Shares to any other person or entity during the applicable Restriction
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 and Guidelines, 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. Stock Incentive Plan of 2004
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 and to the Agreement, 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 Agreement.”


 


5.               Controlling
Provisions.  The provisions of the Guidelines shall apply
to the award made under this Agreement.  In the event of a conflict
between the provisions of this Agreement and the Guidelines, the provisions of
the Guidelines will control.


 


IN
WITNESS WHEREOF, this Instrument has been executed as of this 27th day of
August, 2010.


 


	
   

  	
  MGP
  INGREDIENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Speirs

  
	
   

  	
   

  	
  John
  R. Speirs, Lead Director

  



 


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 and
Guidelines, 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 27th of August, 2010


 


 


	
   

  	
  /s/
  Tim Newkirk

  
	
   

  	
  Signature
  of Participant