Exhibit 10.44


 


MGP INGREDIENTS, INC.

AGREEMENT AS TO AWARD OF RESTRICTED SHARES

GRANTED UNDER THE NON-EMPLOYEE

DIRECTORS’ RESTRICTED STOCK PLAN


 




	
  Date
  of Grant: October 23, 2009

  	
   

  	
   

  
	
  Time
  of Grant: Close Market

  	
   

  	
  Restricted Shares

  






 


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 R. Speirs


Number of Restricted Shares under the Plan:   2,790


 


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 23,
2009.  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 26th day of
October, 2009.


 


	
   

  	
  MGP
  INGREDIENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  
	
   

  	
   

  	
  Timothy
  W. Newkirk

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  



 


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 30th day of October, 2009.


 


	
   

  	
  /s/
  John R. Speirs

  
	
   

  	
  Signature
  of Participant

  



 


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