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
unemployment or workers’ compensation taxes or premiums on
behalf of or regarding Seaberg.
(e)
Seaberg may
perform services for any other person or firm without the
Company’s prior consent, provided that in doing so he does
not violate this Agreement or any other agreement with the
Company.
2.
Non-Solicitation;
Non-Disparagement
(a)
Seaberg
acknowledges and agrees that during the Term of this Agreement and
for a period of one year thereafter he will not, directly or
indirectly, (i) solicit, directly or indirectly, any of the
Company’s customers, prospects, business or patronage for any
competitive business anywhere in the United States, or
(ii) solicit, divert, entice or otherwise attempt to take away
any customers, active prospects, business, patronage or orders of
the Company anywhere in the United States.
(b)
During
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