PENFORD CORPORATION 2006 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE

Exhibit 10.8

PENFORD CORPORATION
2006 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD NOTICE

     Penford Corporation (the “ Company ”) hereby grants to you a Restricted Stock Award (the “ Award ”) for shares of the Company’s Common Stock under the Company’s 2006 Long-Term Incentive Plan (the “ Plan ”). The Award is subject to all the terms and conditions set forth in this Restricted Stock Award Notice (the “ Award Notice ”) and in the Restricted Stock Award Agreement and the Plan, which are attached to and incorporated into the Award Notice in their entirety.

Participant :
Grant Date :
Vesting Commencement Date :
Number of Shares Subject to the Award ( the “ Shares ” ) :
Fair Market Value Per Share on Grant Date:		$
Vesting Schedule :

[ Plan provides for full vesting upon death ]

Additional Terms/Acknowledgement : You acknowledge receipt of, and understand and agree to, this Award Notice, the Restricted Stock Award Agreement and the Plan. You further acknowledge that as of the Grant Date, the Award Notice, the Restricted Stock Award Agreement and the Plan set forth the entire understanding between you and the Company regarding the Award and supersede all prior oral and written agreements on the subject [ , with the exception of the Change of Control Agreement dated ___ ] .

PENFORD CORPORATION				PARTICIPANT
By:
Title:

Attachments :
1. Restricted Stock Award Agreement
2. 2006 Long-Term Incentive Plan

PENFORD CORPORATION
2006 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

     Pursuant to your Restricted Stock Award Notice (the “ Award Notice ”) and this Restricted Stock Award Agreement (this “ Agreement ”), Penford Corporation (the “ Company ”) has granted you a Restricted Stock Award (the “ Award ”) under its 2006 Long-Term Incentive Plan (the “ Plan ”) for the number of shares of the Company’s Common Stock indicated in your Award Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan.

     The details of the Award are as follows:

     The Award will vest and no longer be subject to forfeiture according to the vesting schedule set forth in the Award Notice (the “ Vesting Schedule ”). Shares subject to the portion of the Award that has vested and is no longer subject to forfeiture according to the Vesting Schedule are referred to herein as “ Vested Shares .” Shares subject to the portion of the Award that has not vested and remains subject to forfeiture under the Vesting Schedule are referred to herein as “ Unvested Shares .” The Unvested Shares will vest (and to the extent so vested cease to be Unvested Shares remaining subject to forfeiture) in accordance with the Vesting Schedule (the Unvested and Vested Shares are collectively referred to herein as the “ Shares ”), provided that vesting will cease upon the cessation of your Continuous Status as a Participant

     Unless the Committee determines otherwise prior to your termination of employment or other cessation of Continuous Service as a Participant, all Unvested Shares will immediately be forfeited to the Company upon your termination of employment or any other cessation of Continuous Service as a Participant without payment of any consideration to you.

     The Company acknowledges your payment of full consideration for the Award in the form of services previously rendered and/or services to be rendered hereafter to the Company (in either case, in an amount equal to no less than the aggregate par value of the Shares).

4.1 You represent and warrant that you (a) have been furnished with a copy of the Plan and all information which you deem necessary to evaluate the merits and risks of receipt of the Shares, (b) have had the opportunity to ask questions and receive answers concerning the information received about the Shares and the Company, and (c) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company.

4.2 You hereby represent and warrant that you are receiving the Shares for your own account, for investment purposes only, and not with a view towards the distribution or public offering of all or any part of the Shares.

4.3 You hereby agree that you will in no event sell or distribute all or any part of the Shares unless (a) there is an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. You understand that the Company has no obligation to you to register the Shares with the SEC and has not represented to you that it will so register the Shares.

4.4 You hereby consent to the placing of a legend on your certificate(s) as set forth in Section 8 and to the placing of a stop-transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed.

4.5 You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in this Agreement or the breach by you of any terms or conditions of this Agreement.

     Unless the Shares are forfeited, you shall be considered a shareholder of the Company with respect to all such Shares that have not been forfeited and shall have all rights with respect to such Shares, including the right to vote or consent to all matters that may be presented to the Shareholders and to receive all dividends and other distributions paid on such Shares. If any dividends or distributions are paid in Common Stock, such Common Stock shall be subject to the same restrictions as the Shares with respect to which it was paid.

     Unless otherwise permitted by the Committee, any sale, pledge assignment, encumbrance, hypothecation, transfer conveyance in trust, gift, or other transfer or disposition of any kind, whether voluntary or by operation of law, directly or indirectly (other than by will or by the laws of descent or distribution), of Unvested Shares or Shares otherwise subject to forfeiture restrictions pursuant to the Agreement will be strictly prohibited and void.

     You understand that under Section 83(a) of the Code, the excess of the Fair Market Value of the Unvested Shares on the date the forfeiture restrictions lapse over the purchase price, if any, paid for such Shares will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “forfeiture restrictions” means the right of the Company to receive

back any Unvested Shares upon termination of employment or other cessation of your Continuous Status as Participant. You understand that you may elect under Section 83(b) of the Code to be taxed at the time the Unvested Shares are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “ 8 3(b) Election ”) must be filed with the Internal Revenue Service within 30 days from the Grant Date of the Award. Even if the Fair Market Value of the Unvested Shares on the Grant Date equals the purchase price, if any, (and thus no tax is payable), you must file the election within the 30-day period to avoid the risk of adverse tax consequences in the future.

     You understand that (a) you will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the Company, and (b) the 83(b) Election may cause you to recognize more ordinary income than you would have otherwise recognized if the Internal Revenue Service determines that the value of the Unvested Shares on the date the Shares are transferred is higher than the Fair Market Value of the Shares on that date as determined by the Company and/or the value of the Unvested Shares subsequently declines.

      THE FORM FOR MAKING AN 83(b) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE RESTRICTIONS LAPSE. You further understand that an additional copy of such election form should be filed with your federal income tax return for the calendar year in which the date of this Agreement falls. You acknowledge that the foregoing is only a summary of the federal income tax laws that apply to the receipt of the Unvested Shares under this Agreement and does not purport to be complete. YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH YOU MAY RESIDE, AND THE TAX CONSEQUENCES OF YOUR DEATH.

     You agree to execute and deliver to the Company with this Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election attached hereto as Exhibit A . You further agree that you will execute and deliver to the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B if you choose to make such an election.

     Notwithstanding any other provision in the Plan to the contrary, the following provisions shall apply unless otherwise prohibited under applicable laws, or by the rules and regulations of any applicable governmental agencies or national securities exchanges or quotation systems. This Award shall be Accelerated (as defined in Section 8(b) below) immediately prior to a Change in Control described in Section 8(c).

     (a) “ Accelerated ” shall mean that the Award shall become fully vested.

     (b) “ Change in Control ” shall mean any of the following events:

     (i) The Company is merged, consolidated, or reorganized (“Reorganization”) with another entity and as a result of which less than 50% o