Exhibit 10.2
MIDWEST GRAIN PRODUCTS, INC.
INCENTIVE STOCK OPTION
GRANTED UNDER THE 1998 STOCK INCENTIVE PLAN
FOR SALARIED EMPLOYEES
Date of Grant: _______________
Time of Grant: _______________
Shares: _______________
THIS OPTION IS NOT ASSIGNABLE
Grant. Midwest Grain Products, Inc., a Kansas corporation (the "Company"),
hereby grants to the optionee named below an option to purchase, in accordance
with and subject to the terms and restrictions set forth in the Midwest Grain
Products, Inc. 1998 Stock Incentive Plan for Salaried Employees (the "Plan") and
in this option, the number of shares of Common Stock, no par value, of the
Company ("Shares") set forth below, at the prices set forth below and expiring
at the date set forth below:
Optionee: __________________________________________________
Number of Shares subject to option: _______________________
Number of such Shares to be Incentive Options: _____________
Option price per Share: ___________________________________
Expiration Date: ___________________________________________
Incentive Stock Option. This option is intended to qualify as an incentive stock
option under Section 422 of the Code, as amended from time to time ("Incentive
Option") as to the shares specified above to be Incentive Options provided that
to the extent that the aggregate fair market value (as defined in the Code), of
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by you during any calendar year under the Plan or any other
company plan exceeds $100,000, this Option shall be treated as a Nonqualified
Option in accordance with the provisions of Section 422 of the Code, as amended.
Exercisability.
(a) Incentive Option Installments. Subject to the $100,000 limitation, the
Incentive options shall become exercisable as to all or any part of
_______________ shares upon ______________, as to all or any part of an
additional _____________ shares upon ______________, as to all or any part of an
additional ______________ shares on _______________, and as to all or any part
of an additional ___________ shares on _______________; provided, that in the
case of death or normal retirement all installments shall become immediately
exercisable as of the day immediately prior to the date of death or date of
retirement.
(b) Other Provision concerning Exercisability. The options shall otherwise
be exercisable to the extent permitted in the Plan, including provisions therein
relating to death, retirement or other
termination of employment. Installments or portions thereof not exercised in
earlier periods shall be cumulative and shall be available for exercise in later
periods.
Term. All options granted to you under this grant must be exercised, if at all,
within ten years after the date of this grant. In the event of your death,
retirement from the Company or other termination of employment, whether
voluntary or involuntary, the options will expire and may be exercised in the
manner specified in Section 6 of the Plan.
Exercise. Upon exercise of an option, you may pay all or any part of the option
price in cash, by check satisfactory to the Company, or by transfer to the
Company of shares of Mature Stock or other Common Stock which was not obtained
through the exercise of a stock option owned by the Optionee. Common stock
transferred to the Company in payment of the option price or withholding taxes
shall be valued at the Fair Market Value of the Common Stock on the date of the
exercise.
Option Not Assignable. This option is not transferable by you otherwise than by
will or the laws of descent and distribution, and is exercisable, during your
lifetime, only by you; provided, however, to the extent that the options covered
hereby constitute nonqualified stock options, you may assign such options to the
extent that such assignment is hereafter approved in writing by the Committee.
Not a 10% Owner. You hereby certify that, at the date hereof, you believe that
you do not own stock of the Company that possesses more than 10 percent of the
total combined voting power of all classes of stock of the Company or of any
parent or subsidiary of the Company.
Payment of Taxes. The Plan grants the Company the authority to make such
provision as the Company deems appropriate for the collection of any taxes which
the Company may withhold in connection with the grant or exercise of options.
Pursuant to that authority, the Company authorizes you to settle withholding
taxes generated upon the exercise of Nonqualified Options by allowing you to pay
the taxes with cash or shares of the Company's Common Stock in accordance with
the following guidelines:
1. You may satisfy obligations to pay to the Company the amount of any
federal, state or local income tax imposed on you as a result of the exercise of
this option by either:
(a) Delivering to the Company a personal check satisfactory to the
Company in the amount of the tax liability on the date that the amount of the
tax to be withheld is to be determined (the "Tax Date"); or by
(b) Electing to pay the tax liability in shares of the Company's Common
Stock ("Stock Payment Election") by
(1) directing the Company at or prior to the Tax Date to withhold
from the number of shares to be issued to the optionee in connection with the
exercise of a Nonqualified Option that number of shares equal to the amount of
the tax liability divided by the fair market value (as defined by the Plans) of
one share of the Company's common stock on the Tax Date; or
(2) delivering to the Company on the Tax Date good and marketable
title to that number of shares of Mature Stock (as defined in the Plan) or other
Stock which was not obtained through the exercise of a stock option owned by
you, as shall equal the amount of the tax liability divided by the fair market
value of one share of the Company's common stock on the Tax Date.
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2. No fractional shares will be issued in connection with any election to
satisfy a tax liability by paying in shares. The balance of any tax liability
representing a fraction of a share will be settled in cash.
3. The amount of tax which may be paid by an optionee pursuant to a Stock
Payment Election will be the minimum required federal (including FICA and FUTA)
and state withholding amounts at the time of the election to pay the taxes with
surrendered or withheld shares.
4. The provisions of these rules relating to the use of stock to satisfy
obligations may be unilaterally revised by the Committee from time to time to
conform the same to any applicable laws or regulations.
Compliance With Law. When the issue or transfer of the shares covered by this
option may, in the opinion of the Company, conflict or be inconsistent with any
applicable law or regulation of any governmental agency having jurisdiction, the
Company reserves the right to refuse to issue or transfer said stock. The
Company may also legend certificates governing shares purchased hereunder with
usual and customary transfer restrictions to insure compliance with applicable
securities laws, and may issue the same subject to its prior receipt of written
representations from optionee in form and substance satisfactory to the Company.
IN WITNESS WHEREOF, this instrument has been executed by the Company as of this
__ day of _______, 200_.
MIDWEST GRAIN PRODUCTS, INC.
By__________________________
Laidacker M. Seaberg
President and CEO
ACKNOWLEDGMENT
I hereby acknowledge receipt of the above option and a copy of the Plan referred
to in said option. I am familiar with the terms of the Plan, and I understand my
rights under the option are subject to and governed by the terms of the Plan, as
well as by the terms set forth in the foregoing option itself.
_________________ ________________________________
Date Acknowledged Signature of Optionee
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