Exhibit 10.51


 


Guidelines for Issuance of Fiscal 2010 Restricted
Share Awards

Adopted by the Human Resources Committee of the Board of Directors

of MGP Ingredients, Inc.


 


RECITALS:


 


1.     MGP INGREDIENTS, INC. has adopted the
Stock Incentive Plan of 2004, as amended (the “Plan”).


 


2.     Under the provisions of Section 5 of
the Plan, the Committee may grant Stock Incentives in the form of Stock Awards.


 


3.     Under the provisions of the Plan, the
Committee may provide for Stock Awards in the form of restricted shares (herein
“Restricted Shares”) to such eligible persons as may be selected by the
Committee in its discretion.


 


Pursuant
to the authority granted to it under the provisions of Section 13(c) of
the Plan, the Committee adopts the following guidelines with respect to the
issuance in 2010 of Stock Awards in the form of Restricted Shares.


 


A.    Terms of Awards of Restricted Shares.  Restricted Shares
awarded under the Plan with respect to Fiscal 2010 are subject to the following
terms and conditions.


 


B.    Vesting. 
Subject to the provisions of paragraphs C and D of these Guidelines, Restricted
Shares issued as Stock Awards under the Plan shall vest (i.e., become owned by
the Participant without a substantial risk of forfeiture) only upon the
Participant’s completion of five (5) full years of employment with the
Company, commencing on the grant date (August 26, 2010) and ending on the
fifth anniversary of such date (August 26, 2015) (the “Restriction Period”).  Notwithstanding vesting, this award will be
subject to any applicable claw back provision that may be adopted, as
referenced in paragraph  J below.


 


C.    Forfeiture.  Except as provided in paragraph D, if the employment of the
Participant to whom Restricted Shares has been issued terminates for any reason
prior to the end of the Restriction Period, such Restricted Shares shall be
immediately forfeited by such Participant and cancelled by the Company.


 


D.    Further
Conditions on Vesting and Forfeiture.


 


(i)           In
the event of a Participant’s death, Disability, Retirement or, in the sole
discretion of the Committee, involuntary termination of employment without
cause, in any such case after three years from the date of grant specified in
the agreement evidencing the Stock Award, the Restricted Shares issued to such
Participant shall vest as to the number of Restricted Shares issued to such
Participant multiplied by a fraction, the numerator of which shall equal the
number of months (including fractional months as full months) that such
Participant was employed by the Company, commencing as of the first day of the
Restriction Period and ending on the date of termination of employment, and the
denominator of which shall be sixty.  The balance of Restricted Shares
issued to such Participant shall be forfeited by the Participant and cancelled
by the Company.


 


(ii)          Any
Restricted Shares shall become fully vested in the Participant in the event of
a Change of Control, as defined in the Plan.


 

















 


(iii)         As
used herein,  the term “Disability” shall mean the inability of a
Participant to perform substantially such Participant’s duties and
responsibilities due to a physical or mental condition that would entitle such
Participant to benefits under the Company’s Long-Term Disability Plan (or any
successor to the plan in effect on the date of adoption of these Guidelines)
or, if no such plan is in effect, such condition as would enable the
Participant to receive an award for permanent and total disability from the
Social Security Administration, and the term “Retirement” means the attainment by
the Participant of age 62.


 


(iv)         The
Committee’s determinations to permit vesting in the event of involuntary
terminations of employment without cause need not be uniform and may be made
selectively among participants, whether or not such participants are similarly
situated.


 


E.    Issuance
of Restricted Shares. 
After the Committee has approved the making of a Stock Award, a certificate or
certificates representing the number of shares awarded as a Stock Award in the
form of Restricted Shares shall be issued from the Company’s treasury shares
and registered in the Participant’s name and may bear substantially the
following legend:


 


“The shares evidenced by this Certificate have been
issued pursuant to the MGP Ingredients, Inc. Stock Incentive Plan of 2004,
as amended, 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.”


 


All
certificates so registered in the Participant’s name shall be deposited with
the Company, together with stock powers or other instruments of assignment,
each endorsed in blank with a guarantee of signature deemed appropriate by the
Company which would permit transfer to the Company of all or a portion of the
Restricted Shares in the event such award is forfeited in whole or in
part.  Upon vesting and provision for taxes required to be withheld, such
certificate or certificates evidencing unrestricted ownership of the requisite
number of shares of Common Stock shall be delivered to the holder of such Stock
Award.


 


F.    Rights
with Respect to Restricted Shares.  The
holder of an award of Restricted Shares shall have the following rights of a
stockholder of the Company: voting rights and the right to receive dividends during
any applicable Restriction Period.


 


G.    Non-Assignability.  Except as may be permitted by
the Plan, until they have vested, Restricted Shares may not, by operation of
law or otherwise, be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of by the holder thereof or be subject to execution,
attachment or other legal process.


 


H.    Provisions
of Plan Apply.  Even though not set forth herein or in any
related grant agreement, the provisions of the Plan applicable to Stock Awards,
including those relating to adjustment of Stock Awards, shall apply to
Restricted Shares.


 


I.     Taxes.  No certificates evidencing
ownership of shares shall be delivered to the holder of a Stock Award upon
vesting until the holder makes such provision as the Company deems appropriate
for the payment of any taxes which the Company may withhold in connection 


 

















 


with
the vesting of such Stock Award.   Withholding taxes resulting from
vesting of Stock Awards may be settled with cash or shares of the Company’s
Common Stock in accordance with the following guidelines.


 


(i)          Holders
may deliver to the Company a personal check satisfactory to the Company in the
amount of the tax liability;


 


(ii)          Holders
may elect to pay the tax liability in shares of the Company’s Common Stock by
directing the Company to withhold from the number of shares to be delivered
upon vesting that number of shares equal to the amount of the tax liability
divided by the fair market value (as defined by the Plan) of one share of the
Company’s common stock on the date the tax to be withheld is to be determined
(the “Tax Date”); or


 


(iii)         Holders
may elect to pay the tax liability in shares of the Company’s Common Stock by
delivering to the Company good and marketable title to that number of shares of
Mature Stock (as defined in the Plan) owned by the holder as shall equal the
amount of the tax liability divided by the fair market value of one share of
the Company’s common stock on the Tax Date.


 


(iv)         If
a holder does not notify the Company on or before the Tax Date as to the manner
the holder wishes to provide for withholding taxes, the Company may, without
notice to the holder, satisfy its withholding obligations as provided in clause
(ii) above or any other manner permitted by law.


 


(v)          No
fractional shares will be issued in connection with any election to satisfy a
tax liability by paying in shares. The balance of any tax liability
representing a fraction of a share will be settled in cash by the Participant.


 


(vi)        The
amount of tax which may be paid  pursuant to a stock payment election
under clause (ii), (iii) or (iv) above will be the Company’s minimum
required federal (including FICA and FUTA) and state withholding amounts at the
time of the election to pay the taxes with surrendered or withheld shares.


 


(vii)       The
foregoing provisions  relating to the use of stock to satisfy obligations
may be unilaterally revised by the Committee from time to time to conform the
same to any applicable laws or regulations.


 


J.     Claw back Provisions.  Restricted Share Awards granted under the
Plan and incentive based cash compensation received by a recipient of
Restricted Shares who is an officer will be subject to any claw back policy
that may be adopted by the Human Resources and Compensation Committee from time
to time providing for the recovery of incentive based compensation that was
paid based on erroneous data.