CONSENT OF THE COMPANY, (A) REPRESENT, APPROACH, SOLICIT, HIRE
OR OTHERWISE DEAL WITH, DIRECTLY OR INDIRECTLY, ANY CUSTOMER OR ANY PERSON
ASSOCIATED WITH A CUSTOMER OF THE COMPANY WITH WHOM HE HAD CONTACT DURING THE
PERIOD OF HIS EMPLOYMENT WITH EMPLOYER REGARDING THE WHEAT PROTEIN, STARCH OR
ALCOHOL BUSINESS ("BUSINESS") OR (B) EMPLOY OR RETAIN OR SOLICIT FOR EMPLOYMENT
OR RETENTION BY ANY OTHER PERSON OR ENTITY, ANY EMPLOYEE OF THE EMPLOYER.
EMPLOYEE HEREBY ACKNOWLEDGES THAT THE REMEDIES AT LAW OF THE EMPLOYER FOR ANY
BREACH OF EMPLOYEE'S OBLIGATIONS CONTAINED IN THIS SECTION WOULD BE INADEQUATE
AND THE EMPLOYER SHALL BE ENTITLED TO INJUNCTIVE RELIEF OR ANY OTHER EQUITABLE
RELIEF FOR ANY VIOLATION HEREOF AND EMPLOYEE, IN ANY EQUITABLE PROCEEDING,
AGREES NOT TO CLAIM THAT A REMEDY AT LAW IS AVAILABLE TO THE EMPLOYER.
12.
EMPLOYER HEREBY ADVISES EMPLOYEE IN WRITING TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT, AND EMPLOYEE HAS BEEN GIVEN A PERIOD
OF AT LEAST 21 DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT, BUT EMPLOYEE MAY
ACCEPT OR REJECT ITS TERMS, IF HE CHOOSES, AT ANY TIME PRIOR TO THE EXPIRATION
OF THE 21 DAY PERIOD (05/08/09).
FOR A PERIOD OF SEVEN DAYS FOLLOWING THE
SIGNING OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THE AGREEMENT AND THE AGREEMENT
SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
EXPIRED.
13.
EMPLOYEE CERTIFIES THAT ALL TRANSACTIONS REPORTABLE UNDER
SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, BY HIM IN
EMPLOYER'S STOCK PRIOR TO THE DATE HEREOF HAVE BEEN REPORTED.
14.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT NO PROMISE OR AGREEMENT NOT
EXPRESSED IN THIS AGREEMENT HAS BEEN MADE; THAT THIS AGREEMENT IS NOT EXECUTED
IN
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RELIANCE UPON ANY STATEMENT OR REPRESENTATION MADE BY EMPLOYER OR BY ANY PERSON
EMPLOYED BY OR REPRESENTING EMPLOYER OTHER THAN THE STATEMENTS CONTAINED IN THE
AGREEMENT ITSELF; THAT THE CONSIDERATION RECITED ABOVE IS THE SOLE AND ONLY
CONSIDERATION FOR THIS AGREEMENT; AND THAT THE TERMS OF THIS AGREEMENT ARE
CONTRACTUAL AND NOT MERE RECITALS.
Date: 5/7/09
/s/ Robert Zonneveld
Robert Zonneveld
/s/ David E. Rindom
Witness
Date: 5/7/09
/s/ David E. Rindom
Authorized Officer
MGP Ingredients, Inc.
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Attachment 1
AGREEMENT
THIS AGREEMENT, made and entered into this 23rd day of February, 2009, by and
between Robert Zonneveld (the "Executive") and MGP Ingredients, Inc. (the
"Company").
WITNESSETH:
WHEREAS, the Executive is employed by the Company as one of the Company's
principal executives.
WHEREAS, the Company, because of current economic circumstances, has need for
additional liquidity by the reduction of expenses, and the Executive is willing
to assist the Company in dealing with short-term liquidity issues by agreeing to
a short-term base salary adjustment agreement.
NOW, THEREFORE, the parties here to agree as follows:
1.
The Executive agrees that the Executive's base salary, for the
period commencing March 2, 2009, and ending as of June 26, 2009, may be
temporarily adjusted by reducing the Executive's per-pay-period base salary from
$3,750.00 to $1,875.00 (the "Adjustment Amount").
2.