Exhibit 10.55
CONSULTATION AND NON-SOLICITATION AGREEMENT
THIS AGREEMENT made as of the 27th day of August, 2009 between MGP INGREDIENTS,
INC., a Kansas corporation ("Company") and LAIDACKER M. SEABERG ("Seaberg"), a
resident of Atchison County, Kansas.
WHEREAS, Seaberg, as a former director and officer of the Company, has valuable
knowledge of and experience in the Company's business; and
WHEREAS, the Company wishes to engage Seaberg to provide consulting services for
it in connection with the operations of its business; and
WHEREAS, Seaberg agrees to provide consulting services to the Company;
NOW, THEREFORE, for and in consideration of the mutual covenants herein made,
Seaberg and the Company agree as follows:
1.
CONSULTATION AGREEMENT.
(A)
THE COMPANY SHALL PAY A RETAINER TO SEABERG
IN THE AMOUNT OF $250,000 ANNUALLY IN EQUAL WEEKLY PAYMENTS, UPON AND SUBJECT TO
THE TERMS OF THIS AGREEMENT. SEABERG AGREES THAT FOR A PERIOD COMMENCING ON THE
EFFECTIVE DATE HEREOF AND ENDING ON JUNE 14, 2011 (THE "TERM"), HE WILL PROVIDE
THE COMPANY'S PRESIDENT AND CHAIRMAN OF THE BOARD SUCH ASSISTANCE, ADVICE AND
CONSULTATION IN CONNECTION WITH THE COMPANY'S BUSINESS AS THE COMPANY'S
PRESIDENT OR CHAIRMAN OF THE BOARD MAY REQUEST FROM TIME TO TIME AFTER
REASONABLE NOTICE TO SEABERG, SUCH ASSISTANCE, ADVICE AND CONSULTATION TO
INCLUDE, WITHOUT LIMITATION, MATTERS INVOLVING INDUSTRY DEVELOPMENTS, MARKETING
STRATEGY AND GOVERNMENTAL AFFAIRS. IN SUCH CAPACITY, SEABERG WILL USE HIS BEST
EFFORTS, WITHIN THE BOUNDS OF LAW AND ETHICS, TO PRESERVE THE GOOD WILL OF THE
COMPANY WITH ITS CUSTOMERS, ITS EMPLOYEES, THE INGREDIENTS INDUSTRY AND THE
GENERAL PUBLIC.
(B)
IT IS ALSO UNDERSTOOD THAT SEABERG'S
SERVICES UNDER THIS AGREEMENT WILL BE RENDERED PRIMARILY IN THE ATCHISON, KANSAS
AREA BUT THAT UPON REQUEST SEABERG WILL TRAVEL TO SUCH OTHER PLACES OUTSIDE OF
ATCHISON, KANSAS AS THE COMPANY MAY REASONABLY REQUEST.
ALL EXPENSES INCURRED
BY SEABERG IN CONNECTION WITH ANY SUCH TRAVEL SHALL BE SEABERG'S RESPONSIBILITY.
(C)
THE HOURS DURING WHICH SEABERG PERFORMS
SERVICES HEREUNDER ON ANY GIVEN DAY SHALL BE DETERMINED BY HIM, ALTHOUGH SEABERG
WILL USE REASONABLE EFFORTS TO RESPOND TIMELY TO AND TO ACCOMMODATE THE REQUESTS
OF THE COMPANY'S PRESIDENT AND CHAIRMAN OF THE BOARD FOR HIS SERVICES.
(D)
AS A CONSULTANT, SEABERG WILL BE AN
INDEPENDENT CONTRACTOR AND WILL NOT BE CONSIDERED AN EMPLOYEE OF THE COMPANY FOR
ANY PURPOSE.
(I)
NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED AS ENTITLING SEABERG TO (A) NEGOTIATE OR ENTER INTO ANY ORAL OR
WRITTEN AGREEMENT ON BEHALF OF THE COMPANY OR ANY OF ITS AFFILIATES, OR
(B) OTHERWISE ACT ON BEHALF OF OR BIND THE COMPANY OR ANY OF ITS AFFILIATES.
(II)
SEABERG SHALL FILE ALL TAX RETURNS AND
REPORTS REQUIRED TO BE FILED BY SEABERG ON THE BASIS THAT SEABERG IS AN
INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE OF THE COMPANY.
SEABERG SHALL TIMELY
PAY IN FULL ALL INCOME AND EMPLOYMENT TAXES IN CONNECTION WITH SEABERG'S
ENGAGEMENT AND REMUNERATION UNDER THIS AGREEMENT (INCLUDING FEDERAL, STATE AND
LOCAL INCOME TAXES AND SELF-EMPLOYMENT SOCIAL SECURITY (SECA) TAXES).
THE
COMPANY SHALL NOT PAY ANY