MGP INGREDIENTS, INC.
NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK PLAN
1.1 The Plan; Effective Date; Duration . This MGP Ingredients, Inc. Non-Employee
Directors’ Restricted Stock Plan (the “Plan”) shall be effective as of the date of the 2006 Annual Meeting of
Stockholders, if approved by stockholders at such Annual Meeting. No award shall be made under the Plan
after October 31, 2016. This Plan is intended to be exempt from the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended, as a plan which provides for the transfer of restricted property as
described in Prop. Reg. § 1.409A-1(b)(6), and is to be construed in accordance with this intent.
1.2 Purpose . The purpose of the Plan is to provide each non-employee member
(“Director”) of the Board of Directors (the “Board”) of MGP Ingredients, Inc. (the “Company”) with awards
(“Restricted Stock Awards”) of shares of common stock, no par value (“Stock”), of the Company, subject to the
restrictions and other provisions of the Plan. It is intended that the plan will (a) provide a means of compensating
Directors that will help attract and retain qualified candidates to serve as Directors, and (b) permit Directors to
increase their stock ownership and proprietary interest in the Company and their identification with the interests of
the Company’s stockholders.
1.3 Shares of Stock Available Under the Plan.
(a) Subject to the provisions of clause (c) below, the number of shares of Stock
that may be delivered under the Plan during the term of the Plan is One Hundred Seventy Five Thousand
(175,000). If there is an insufficient number of shares available to deliver to all Directors on any date as
of which an award is made, the available shares shall be delivered to Directors on such date pro-rata.
(b) Shares of Stock awarded under the Plan (“Restricted Stock”) will be