Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On November 18, 2008, the Company entered into a Separation Agreement and Release of Claims, dated as of November 4, 2008, with Brian Cahill, who was involuntarily terminated on November 4 as a result of an internal restructuring. Pursuant to the Separation Agreement, Mr.Cahill has released the Company from all claims arising out of his employment and termination of employment and agreed to a one year non-competition period which restricts his ability to approach customers of the Company. In return, the Company has agreed to the following. Under the Separation Agreement, it will (i) pay Mr. Cahill $3,965 a week through January 2 , 2009 and one payment of $206,200 in January 2009. It also will pay or reimburse him for 85% of his family premium for COBRA health care coverage through December 27, 2009 and provide $15,000 for an outplacement program. He also is being permitted to receive a prorata portion of outstanding restricted share awards. Pursuant to this provision, he will receive 14,500 shares of stock. Mr. Cahill also will be entitled to vested benefits under the Company's ESOP and 401k plans, to exercise options to the extent permitted under the company's option plan and to continue his long term care policy at his cost.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Separation Agreement and Release of Claims between Brian Cahill and MGP Ingredients, Inc. dated as of November 4, 2008.

10.2 Agreement with Brian Cahill as to Award of Restricted Shares Granted Under the Stock Incentive Plan of 2004 with respect to Fiscal 2008 (Similar agreements have been made with the following named executive officers as to the number of shares indicated following their respective names Timothy W. Newkirk - 17,695; Robert Zonneveld - 10,772; Randy M. Schrick - 13,530; and Donald Coffey - 10,834.)