EXHIBIT 10.2


 


MGP INGREDIENTS, INC.

AGREEMENT AS TO AWARD OF RESTRICTED SHARES

GRANTED UNDER THE STOCK INCENTIVE PLAN OF 1996 AND THE 1998

STOCK INCENTIVE PLAN FOR SALARIED EMPLOYEES


 


	
  Date of
  Grant: March
  9, 2004

  	
   

  
	
  Time of
  Grant: 10:15 a.m. CST

  	
  23,600  Restricted
  Shares

  



 


In accordance with and subject to the terms and restrictions set forth
in the MGP Ingredients, Inc. (formerly Midwest Grain Products, Inc.) Stock
Incentive Plan of 1996 (the “1996 Plan”), as amended, and the 1998 Stock
Incentive Plan for Salaried Employees (the “1998 Plan” and together with the
1996 Plan, the “Plans” and each a “Plan”) and this Agreement, MGP INGREDIENTS,
INC., a Kansas corporation (the “Company”), hereby grants to the Employee named
below the number of Restricted Shares of Common Stock of the Company as set
forth below:


 


Employee: Laidacker M.
Seaberg


Number of
Restricted Shares under the 1998 Plan:  9,110


Number of
Restricted Shares under the 1996 Plan:  
14,490


 


NOW, THEREFORE, the Company and the Employee 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 Employee as Restricted
Shares pursuant to the terms and provisions of the 1996 Plan or the 1998 Plan,
as applicable, and of the Guidelines for Issuance of Fiscal 2004 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, B and C and incorporated herein by reference.  Upon the execution of this Agreement, the
Company shall issue in the Employee’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 Employee upon
the Employee’s completion of seven (7) full years of employment with the
Company commencing on July 1, 2003. 
However, in the event that the Performance Measure is achieved, the
Restricted Shares shall vest in the Employee upon completion of three (3) full
years of employment commencing on July 1, 2003.  The Performance Measure means that the Company has achieved
earnings per share on a cumulative basis for the period beginning on July 1,
2003 and ending on June 30, 2006 of $3.04 per share.  The Performance Measure is subject to adjustment, as provided in
the Guidelines,  and the inclusion or
exclusion of extraordinary items is subject to the discretion of the
Compensation Committee, as provided in the Guidelines.  Except as provided in the Guidelines, the
Restricted Shares issued to the Employee shall


 

















 


be forfeited to the Company if the Employee’s
employment with the Company is terminated prior to the end of the applicable
Restriction Period.


 


3.             Restriction on
Transfer. The Employee 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 [name of 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 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 9th
day of March 2004.


 


	
   

  	
  MGP INGREDIENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian T. Cahill

  	
   

  
	
   

  	
   

  	
  Brian T. Cahill

  
	
   

  	
   

  	
  Vice President and CFO

  
					



 


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


 


2

















 


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 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 effect the
enforceability of any other part or provision of this Agreement.


 


Signed this 9th day of March, 2004.


 


	
   

  	
  /s/ Ladd M. Seaberg

  	
   

  
	
   

  	
  Signature of Employee

  



 


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