0001193125-12-307391 Sample Contracts

PENFORD CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • July 19th, 2012 • Penford Corp • Grain mill products

This Stock Option Agreement is made and entered into as of January 11, 2012, by and between Penford Corporation (the “Company”) and [name of employee] (“Holder”). This Stock Option Agreement has been executed and delivered by the parties pursuant to that certain Amended and Restated Business Sale and Membership Interest Purchase Agreement, dated as of January 11, 2012 (the “Purchase Agreement”), by and among Holder, Penford Carolina, LLC, Dwight Carlson, Steven P. Brower, Keystone Starches, LLC, 7675 South Rail Road, LLC, and 1Freas Avenue, LLC. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Penford Corporation 2006 Long-Term Incentive Plan (the “Plan”).

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