Exhibit 10.6
MIDWEST GRAIN PRODUCTS, INC.
NONQUALIFIED STOCK OPTION
GRANTED UNDER THE 1996 STOCK OPTION PLAN FOR
OUTSIDE DIRECTORS
Date of Grant:_______________ 1,000 Shares
Time of Grant: 12:01 a.m. CST
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. 1996 Stock Option Plan For Outside Directors (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 price set forth below and expiring at the
date set forth below:
Optionee: _________________________________
Number of Shares subject to option: 1,000
Number of such Shares to be Incentive Options: 0
Number of such Shares to be Nonqualified Options: 1,000
Option price per Share: $__.__
Incentive Stock Option. This option is NOT intended to qualify as an incentive
stock option under Section 422 of the Code, as amended from time to time and is
therefore deemed to be a Nonqualified Option.
Exercisability. Subject to the terms of the Plan this Option shall become
exercisable in full on -------------.
Term. The option granted to you under this grant must be exercised, if at all,
within ten years after the Date of 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 5 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 or withheld from shares to be distributed 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.
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.
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 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.
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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 covering shares purchase 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
11th day of October, 1996.
MIDWEST GRAIN PRODUCTS, INC.
By
Laidacker M. Seaberg
President and Chief Executive
Officer
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.
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Date Acknowledged Signature of Optionee
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