Guidelines for Issuance of Fiscal 2009 Restricted Share Awards
Adopted by the Human Resources Committee of the Board of Directors
of MGP Ingredients, Inc.
1. MGP INGREDIENTS, INC. has adopted the Stock Incentive Plan of 2004 (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
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 2009 of Stock Awards in the form of Restricted
A. Terms of Awards of Restricted Shares. Restricted Shares awarded under the Plan with
respect to Fiscal 2009 are subject to the following terms and conditions.
(i) 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 (June 11, 2009) and ending on
the fifth anniversary of such date (June 11, 2014) (the “Restriction Period”).
B. Forfeiture . Except as provided in paragraph C, 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.
C. Further Conditions on Vesting and Forfeiture .
(i) In the event of a Participant’s death, Disability, Retirement or, in the sole discretion of