**Exhibit 10.10****RENEGY HOLDINGS, INC.****2007 EQUITY INCENTIVE PLAN****NOTICE OF GRANT OF STOCK OPTION**     Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the“Plan”) will have the same defined meanings in this Notice of Grant of Stock Option (the “Notice ofGrant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A(together, the “Agreement”).         **Participant:**        ** **    **Address:**        ** **      ** **      ** **       Participant has been granted an Option to purchase Common Stock of the Company, subject to theterms and conditions of the Plan and this Agreement, as follows:         Grant Number                    Date of Grant                    Vesting Commencement Date                    Number of Shares Granted                    Exercise Price per Share $                                                                                                   Total Exercise Price $                                                                                                   Type of Option ___  Incentive Stock Option             ___  Nonstatutory Stock Option           Term/Expiration Date                Vesting Schedule:     Subject to accelerated vesting as set forth below or in the Plan, this Option will beexercisable, in whole or in part, in accordance with the following schedule:     [Twenty-five percent (25%) of the Shares subject to the Option will vest twelve (12) monthsafter the Vesting Commencement Date, and one forty-eighth (1/48th) of the Shares subjectto the Option will vest each month thereafter on the same day of the month as the VestingCommencement Date (and if there is no corresponding day, on the last day of the month), subject toParticipant continuing to be a Service Provider through each such date.]
 

 
     Termination Period:     This Option will be exercisable for [three (3) months] after Participant ceases to be aService Provider, unless such termination is due to Participant’s death or Disability, in whichcase this Option will be exercisable for [twelve (12) months] after Participant ceases to be aService Provider. Notwithstanding the foregoing, in no event may this Option be exercised afterthe Term/Expiration Date as provided above and may be subject to earlier termination as provided inSection 13(c) of the Plan.     By Participant’s signature and the signature of the Company’s representative below,Participant and the Company agree that this Option is granted under and governed by the terms andconditions of the Plan and this Agreement. Participant has reviewed the Plan and this Agreement intheir entirety, has had an opportunity to obtain the advice of counsel prior to executing thisAgreement and fully understands all provisions of the Plan and Agreement. Participant herebyagrees to accept as binding, conclusive and final all decisions or interpretations of theAdministrator upon any questions relating to the Plan and Agreement. Participant further agrees tonotify the Company upon any change in the residence address indicated below.   PARTICIPANT RENEGY HOLDINGS, INC.      Signature By      Print Name Title   Address:              
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**EXHIBIT A****TERMS AND CONDITIONS OF STOCK OPTION GRANT**     1. Grant. The Company hereby grants to the Participant named in the Notice of Grant(the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in theNotice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “ExercisePrice”), subject to all of the terms and conditions in this Agreement and the Plan, which isincorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflictbetween the terms and conditions of the Plan and the terms and conditions of this Agreement, theterms and conditions of the Plan will prevail.     If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option isintended to qualify as an ISO under Section 422 of the Code. However, if this Option is intendedto be an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will betreated as a Nonstatutory Stock Option (“NSO”).     2. Vesting Schedule. Except as provided in Section 3, the Option awarded by thisAgreement will vest in accordance with the vesting provisions set forth in the Notice of Grant.Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will notvest in Participant in accordance with any of the provisions of this Agreement, unless Participantwill have been continuously a Service Provider from the Date of Grant until the date such vestingoccurs.     3. Administrator Discretion. The Administrator, in its discretion, may accelerate thevesting of the balance, or some lesser portion of the balance, of the unvested Option at any time,subject to the terms of the Plan. If so accelerated, such Option will be considered as havingvested as of the date specified by the Administrator.     4. Exercise of Option. This Option may be exercised only within the term set out inthe Notice of Grant, and may be exercised during such term only in accordance with the Plan and theterms of this Agreement.          This Option is exercisable by delivery of an exercise notice, in the form attached asExhibit B (the “Exercise Notice”) or in a manner and pursuant to such procedures as theAdministrator may determine, which will state the election to exercise the Option, the number ofShares in respect of which the Option is being exercised (the “Exercised Shares”), and such otherrepresentations and agreements as may be required by the Company pursuant to the provisions of thePlan. The Exercise Notice will be completed by Participant and delivered to the Company. TheExercise Notice will be accompanied by payment of the aggregate Exercise Price as to all ExercisedShares together with any applicable tax withholding. This Option will be deemed to be exercisedupon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregateExercise Price.     5. Method of Payment. Payment of the aggregate Exercise Price will be by any of thefollowing, or a combination thereof, at the election of Participant:          (a) cash;
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          (b) check;          (c) consideration received by the Company under a formal cashless exercise program adopted bythe Company in connection with the Plan; or          (d) surrender of other Shares, provided that such Shares have a Fair Market Value on the dateof surrender equal to the aggregate Exercise Price of the Exercised Shares and that accepting suchShares, in the sole discretion of the Administrator, will not result in any adverse accountingconsequences to the Company.     6. Tax Obligations.          (a) Withholding of Taxes. Notwithstanding any contrary provision of this Agreement,no certificate representing the Shares will be issued to Participant, unless and until satisfactoryarrangements (as determined by the Administrator) will have been made by Participant with respectto the payment of income, employment and other taxes which the Company determines must be withheldwith respect to such Shares. To the extent determined appropriate by the Company in itsdiscretion, it shall have the right (but not the obligation) to satisfy any tax withholdingobligations by reducing the number of Shares otherwise deliverable to Participant. If Participantfails to make satisfactory arrangements for the payment of any required tax withholding obligationshereunder at the time of the Option exercise, Participant acknowledges and agrees that the Companymay refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are notdelivered at the time of exercise.          (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted toParticipant herein is an ISO, and if Participant sells or otherwise disposes of any of the Sharesacquired pursuant to the ISO on or before the later of (i) the date two (2) years after the GrantDate, or (ii) the date one (1) year after the date of exercise, Participant will immediately notifythe Company in writing of such disposition. Participant agrees that Participant may be subject toincome tax withholding by the Company on the compensation income recognized by Participant.          (c) Section 409A. Under Section 409A, an option that vests after December 31, 2004that was granted with a per Share exercise price that is determined by the Internal Revenue Service(the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “DiscountOption”) may be considered “deferred compensation.” A Discount Option may result in (i) incomerecognition by Participant prior to the exercise of the option, (ii) an additional twenty percent(20%) federal income tax, and (iii) potential penalty and interest charges. The Discount Optionmay also result in additional state income, penalty and interest charges to the Participant.Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agreethat the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Shareon the Date of Grant in a later examination. Participant agrees that if the IRS determines thatthe Option was granted with a per Share exercise price that was less than the Fair Market Value ofa Share on the date of grant, Participant will be solely responsible for Participant’s costsrelated to such a determination.
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     7. Rights as Stockholder. Neither Participant nor any person claiming under orthrough Participant will have any of the rights or privileges of a stockholder of the Company inrespect of any Shares deliverable hereunder unless and until certificates representing such Shareswill have been issued, recorded on the records of the Company or its transfer agents or registrars,and delivered to Participant. After such issuance, recordation and delivery, Participant will haveall the rights of a stockholder of the Company with respect to voting such Shares and receipt ofdividends and distributions on such Shares.     8. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THEVESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICEPROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAININGPARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARESHEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONSCONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS ORIMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANYPERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THECOMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’SRELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.     9. Address for Notices. Any notice to be given to the Company under the terms of thisAgreement will be addressed to the Company at Renegy Holdings, Inc., **[ADDRESS]**, or at such otheraddress as the Company may hereafter designate in writing.     10. Grant is Not Transferable. This Option may not be transferred in any mannerotherwise than by will or by the laws of descent or distribution and may be exercised during thelifetime of Participant only by Participant.     11. Binding Agreement. Subject to the limitation on the transferability of this grantcontained herein, this Agreement will be binding upon and inure to the benefit of the heirs,legatees, legal representatives, successors and assigns of the parties hereto.     12. Additional Conditions to Issuance of Stock. If at any time the Company willdetermine, in its discretion, that the listing, registration or qualification of the Shares uponany securities exchange or under any state or federal law, or the consent or approval of anygovernmental regulatory authority is necessary or desirable as a condition to the issuance ofShares to Participant (or his or her estate), such issuance will not occur unless and until suchlisting, registration, qualification, consent or approval will have been effected or obtained freeof any conditions not acceptable to the Company. The Company will make all reasonable efforts tomeet the requirements of any such state or federal law or securities exchange and to obtain anysuch consent or approval of any such governmental authority. Assuming such compliance, for incometax purposes the Exercised Shares will be considered transferred to Participant on the date theOption is exercised with respect to such Exercised Shares.
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     13. Plan Governs. This Agreement is subject to all terms and provisions of the Plan.In the event of a conflict between one or more provisions of this Agreement and one or moreprovisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and notdefined in this Agreement will have the meaning set forth in the Plan.     14. Administrator Authority. The Administrator will have the power to interpret thePlan and this Agreement and to adopt such rules for the administration, interpretation andapplication of the Plan as are consistent therewith and to interpret or revoke any such rules(including, but not limited to, the determination of whether or not any Shares subject to theOption have vested). All actions taken and all interpretations and determinations made by theAdministrator in good faith will be final and binding upon Participant, the Company and all otherinterested persons. No member of the Administrator will be personally liable for any action,determination or interpretation made in good faith with respect to the Plan or this Agreement.     15. Electronic Delivery. The Company may, in its sole discretion, decide to deliverany documents related to Options awarded under the Plan or future Options that may be awarded underthe Plan by electronic means or request Participant’s consent to participate in the Plan byelectronic means. Participant hereby consents to receive such documents by electronic delivery andagrees to participate in the Plan through any on-line or electronic system established andmaintained by the Company or another third party designated by the Company.     16. Captions. Captions provided herein are for convenience only and are not to serveas a basis for interpretation or construction of this Agreement.     17. Agreement Severable. In the event that any provision in this Agreement will beheld invalid or unenforceable, such provision will be severable from, and such invalidity orunenforceability will not be construed to have any effect on, the remaining provisions of thisAgreement.     18. Modifications to the Agreement. This Agreement constitutes the entireunderstanding of the parties on the subjects covered. Participant expressly warrants that he orshe is not accepting this Agreement in reliance on any promises, representations, or inducementsother than those contained herein. Modifications to this Agreement or the Plan can be made only inan express written contract executed by a duly authorized officer of the Company.     19. Amendment, Suspension or Termination of the Plan. By accepting this Award,Participant expressly warrants that he or she has received an Option under the Plan, and hasreceived, read and understood a description of the Plan. Participant understands that the Plan isdiscretionary in nature and may be amended, suspended or terminated by the Company at any time.     20. Governing Law. This Agreement will be governed by the laws of the State of**[Arizona]**, without giving effect to the conflict of law principles thereof. For purposes oflitigating any dispute that arises under this Option or this Agreement, the parties hereby submitto and consent to the jurisdiction of the State of **[Arizona],**and agree that such litigation willbe conducted in the courts of **[**                    **]**County, **[Arizona]**, or the federal courts for theUnited States for the District of **[Arizona]**, and no other courts, where this Option is made and/orto be performed.
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**EXHIBIT B****RENEGY HOLDINGS, INC.****2007 EQUITY INCENTIVE PLAN****EXERCISE NOTICE**Renegy Holdings, Inc.