Exhibit
10.2


MGP INGREDIENTS, INC.

AGREEMENT AS TO AWARD OF RESTRICTED SHARES

GRANTED UNDER THE STOCK INCENTIVE PLAN OF 2004


 


	
  Date of Grant: August 30,
  2005

  	
   

  	
   

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

  	
   

  	
  29,600 Restricted Shares

  



 


In
accordance with and subject to the terms and restrictions set forth in the MGP
Ingredients, Inc. Stock Incentive Plan of 2004 (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: Laidacker M. Seaberg


Number of Restricted Shares
under the 2004 Plan: 29,600


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 2006 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 seven (7) full years of employment with
the Company commencing on July 1, 2005. 
However, in the event that the Performance Measure is achieved, the
Restricted Shares shall vest in the Participant upon completion of three (3)
full years of employment commencing on July 1, 2005.  The Performance Measure means that the
Company has achieved earnings per share on a cumulative basis for the period
beginning on July 1, 2005 and ending on June 30, 2008 of $1.73 per share.  The Performance Measure is subject to
adjustment, as provided in the Guidelines, and the inclusion or exclusion of
unusual or non-recurring 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 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.


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 20th
day of September, 2005.


	
   

  	
  MGP
  INGREDIENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian T. Cahill

  
	
   

  	
   

  	
  Brian
  T. Cahill

  
	
   

  	
   

  	
  Vice
  President/Chief Financial 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 and Guidelines,
to all of which I 


 


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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 20th day of September, 2005.


	
   

  	
  /s/
  Ladd Seaberg

  
	
   

  	
  Signature
  of Participant

  



 


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