**Exhibit 10.12****RENEGY HOLDINGS, INC.****2007 EQUITY INCENTIVE PLAN****NOTICE OF GRANT OF RESTRICTED STOCK**     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 Restricted Stock (the“Notice of Grant”) and Terms and Conditions of Restricted Stock Grant, attached hereto asExhibit A (together, the “Agreement”).         **Participant:**             **Address:**                              Participant has been granted the right to receive an Award of Restricted Stock, 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 $                                                                                           ]         Term/Expiration Date                Vesting Schedule:     Subject to any acceleration provisions contained in the Plan or set forth below, theRestricted Stock will vest and the Company’s right to repurchase the Restricted Stock will lapsein accordance with the following schedule:     [Vesting Schedule]     [Participant must purchase the Shares before the Expiration Date or the Restricted Stock Awardwill terminate and Participant will have no further right to purchase the Shares.]
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     By Participant’s signature and the signature of the Company’s representative below,Participant and the Company agree that this Award of Restricted Stock is granted under and governedby the terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan andthis Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior toexecuting this Agreement and fully understands all provisions of the Plan and Agreement.Participant hereby agrees to accept as binding, conclusive and final all decisions orinterpretations of the Administrator upon any questions relating to the Plan and Agreement.Participant further agrees to notify the Company upon any change in the residence address indicatedbelow.     PARTICIPANT   RENEGY HOLDINGS, INC.          Signature   By          Print Name   Title     Address:                        
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**EXHIBIT A****TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT**     1. Purchase of Stock. The Company hereby agrees to sell to the Participant named inthe Notice of Grant (the “Participant”) and Participant hereby agrees to purchase the number ofShares (the “Restricted Stock”), at the per Share purchase price and as otherwise described in theNotice of Grant, subject to all of the terms and conditions in this Agreement and the Plan, whichis incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of aconflict between the terms and conditions of the Plan and the terms and conditions of thisAgreement, the terms and conditions of the Plan will prevail. The purchase price for theRestricted Stock, if any, may be paid by delivery to the Company at the time of execution of thisAgreement in cash, a check, or some combination thereof, together with any applicable taxwithholding.OR          Grant of Restricted Stock. The Company hereby grants to the Participant named in theNotice of Grant (the “Participant”) under the Plan for past services and as a separate incentive inconnection with his or her services and not in lieu of any salary or other compensation for his orher services, the number of Shares (the “Restricted Stock”), at the per Share purchase price and asotherwise described in the Notice of Grant, subject to all of the terms and conditions in thisAgreement and the Plan, which is incorporated herein by reference. Subject to Section 18(c) of thePlan, in the event of a conflict between the terms and conditions of the Plan and the terms andconditions of this Agreement, the terms and conditions of the Plan will prevail.     2. Escrow of Shares.          (a) All Shares of Restricted Stock will, upon execution of this Agreement, be delivered anddeposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares ofRestricted Stock will be held by the Escrow Holder until such time as the Shares of RestrictedStock vest or the date Participant ceases to be a Service Provider.          (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect toholding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise ofits judgment.          (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder,upon receipt of written notice of such termination, will take all steps necessary to accomplish thetransfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appointsthe Escrow Holder with full power of substitution, as Participant’s true and lawfulattorney-in-fact with irrevocable power and authority in the name and on behalf of Participant totake any action and execute all documents and instruments, including, without limitation, stockpowers which may be necessary to transfer the certificate or certificates evidencing such unvestedShares of Restricted Stock to the Company upon such termination.
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          (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares ofRestricted Stock to Participant after they vest following Participant’s request that the EscrowHolder do so.          (e) Subject to the terms hereof, Participant will have all the rights of a stockholder withrespect to the Shares while they are held in escrow, including without limitation, the right tovote the Shares and to receive any cash dividends declared thereon.          (f) In the event of any dividend or other distribution (whether in the form of cash, Shares,other securities, or other property), recapitalization, stock split, reverse stock split,reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange ofShares or other securities of the Company, or other change in the corporate structure of theCompany affecting the Shares, the Shares of Restricted Stock will be increased, reduced orotherwise changed, and by virtue of any such change Participant will in his or her capacity asowner of unvested Shares of Restricted Stock be entitled to new or additional or different sharesof stock, cash or securities (other than rights or warrants to purchase securities); such new oradditional or different shares, cash or securities will thereupon be considered to be unvestedShares of Restricted Stock and will be subject to all of the conditions and restrictions which wereapplicable to the unvested Shares of Restricted Stock pursuant to this Agreement. If Participantreceives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights orwarrants may be held or exercised by Participant, provided that until such exercise any such rightsor warrants and after such exercise any shares or other securities acquired by the exercise of suchrights or warrants will be considered to be unvested Shares of Restricted Stock and will be subjectto all of the conditions and restrictions which were applicable to the unvested Shares ofRestricted Stock pursuant to this Agreement. The Administrator in its absolute discretion at anytime may accelerate the vesting of all or any portion of such new or additional shares of stock,cash or securities, rights or warrants to purchase securities or shares or other securitiesacquired by the exercise of such rights or warrants.          (g) The Company may instruct the transfer agent for its Common Stock to place a legend on thecertificates representing the Restricted Stock or otherwise note its records as to the restrictionson transfer set forth in this Agreement.     3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, theShares of Restricted Stock awarded by this Agreement will vest in accordance with the vestingprovisions set forth in the Notice of Grant. Shares of Restricted Stock scheduled to vest on acertain date or upon the occurrence of a certain condition will not vest in Participant inaccordance with any of the provisions of this Agreement, unless Participant will have beencontinuously a Service Provider from the Date of Grant until the date such vesting occurs.     4. Administrator Discretion. The Administrator, in its discretion, may accelerate thevesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock atany time, subject to the terms of the Plan. If so accelerated, such Restricted Stock will beconsidered as having vested as of the date specified by the Administrator.     5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding anycontrary provision of this Agreement, the balance of the Shares of Restricted Stock that have
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not vested at the time of Participant’s termination as a Service Provider for any reason willbe forfeited and automatically transferred to and reacquired by the Company at no cost to theCompany upon the date of such termination and Participant will have no further rights thereunder.Participant will not be entitled to a refund of the price paid for the Shares of Restricted Stock,if any, returned to the Company pursuant to this Section 5. Participant hereby appoints the EscrowAgent with full power of substitution, as Participant’s true and lawful attorney-in-fact withirrevocable power and authority in the name and on behalf of Participant to take any action andexecute all documents and instruments, including, without limitation, stock powers which may benecessary to transfer the certificate or certificates evidencing such unvested Shares to theCompany upon such termination of service.     6. Death of Participant. Any distribution or delivery to be made to Participant underthis Agreement will, if Participant is then deceased, be made to Participant’s designatedbeneficiary, or if no beneficiary survives Participant, the administrator or executor ofParticipant’s estate. Any such transferee must furnish the Company with (a) written notice of hisor her status as transferee, and (b) evidence satisfactory to the Company to establish the validityof the transfer and compliance with any laws or regulations pertaining to said transfer.     7. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, nocertificate representing the Shares of Restricted Stock may be released from the escrow establishedpursuant to Section 5, unless and until satisfactory arrangements (as determined by theAdministrator) will have been made by Participant with respect to the payment of income, employmentand other taxes which the Company determines must be withheld with respect to such Shares. To theextent determined appropriate by the Company in its discretion, it will have the right (but not theobligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwisedeliverable to Participant. If Participant fails to make satisfactory arrangements for the paymentof any required tax withholding obligations hereunder at the time any applicable Shares otherwiseare scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Sharesand the Shares will be returned to the Company at no cost to the Company.     8. 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 or the Escrow Agent. Except as provided in Section 2(f), after suchissuance, recordation and delivery, Participant will have all the rights of a stockholder of theCompany with respect to voting such Shares and receipt of dividends and distributions on suchShares.     9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THEVESTING OF THE SHARES OF RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BYCONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYINGOR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTEDSTOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
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THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SETFORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICEPROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITHPARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAININGPARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH ORWITHOUT CAUSE.     10. Address for Notices. Any notice to be given to the Company under the terms ofthis Agreement will be addressed to the Company at Renegy Holdings, Inc., **[ADDRESS]**, or at suchother address as the Company may hereafter designate in writing.     11. Grant is Not Transferable. Except to the limited extent provided in Section 6,the unvested Shares subject to this grant and the rights and privileges conferred hereby will notbe transferred, assigned, pledged or hypothecated in any way (whether by operation of law orotherwise) and will not be subject to sale under execution, attachment or similar process. Uponany attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Shares ofRestricted Stock subject to this grant, or any right or privilege conferred hereby, or upon anyattempted sale under any execution, attachment or similar process, this grant and the rights andprivileges conferred hereby immediately will become null and void.     12. 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.     13. Additional Conditions to Release from Escrow. The Company will not be required toissue any certificate or certificates for Shares hereunder or release such Shares from the escrowestablished pursuant to Section 2 prior to fulfillment of all the following conditions: (a) theadmission of such Shares to listing on all stock exchanges on which such class of stock is thenlisted; (b) the completion of any registration or other qualification of such Shares under anystate or federal law or under the rulings or regulations of the Securities and Exchange Commissionor any other governmental regulatory body, which the Administrator will, in its absolutediscretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance fromany state or federal governmental agency, which the Administrator will, in its absolute discretion,determine to be necessary or advisable; and (d) the lapse of such reasonable period of timefollowing the date of grant of the Restricted Stock as the Administrator may establish from time totime for reasons of administrative convenience.     14. 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.     15. 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
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(including, but not limited to, the determination of whether or not any Shares of RestrictedStock 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.     16. Electronic Delivery. The Company may, in its sole discretion, decide to deliverany documents related to the Shares of Restricted Stock awarded under the Plan or future RestrictedStock that may be awarded under the Plan by electronic means or request Participant’s consent toparticipate in the Plan by electronic means. Participant hereby consents to receive such documentsby electronic delivery and agrees to participate in the Plan through any on-line or electronicsystem established and maintained by the Company or another third party designated by the Company.     17. Captions. Captions provided herein are for convenience only and are not to serveas a basis for interpretation or construction of this Agreement.     18. 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.     19. 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. Notwithstandinganything to the contrary in the Plan or this Agreement, the Company reserves the right to revisethis Agreement as it deems necessary or advisable, in its sole discretion and without the consentof Participant, to comply with Section 409A or to otherwise avoid imposition of any additional taxor income recognition under Section 409A in connection to this Award of Restricted Stock.     20. Amendment, Suspension or Termination of the Plan. By accepting this Award,Participant expressly warrants that he or she has received an Award of Restricted Stock under thePlan, and has received, read and understood a description of the Plan. Participant understandsthat the Plan is discretionary in nature and may be amended, suspended or terminated by the Companyat any time.     21. 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 Award of Restricted Stock or this Agreement, theparties hereby submit to and consent to the jurisdiction of the State of **[Arizona]**, and agree thatsuch litigation will be conducted in the courts of **[**                    **]**County, **[Arizona]**, or the federalcourts for the United States for the District of **[Arizona]**, and no other courts, where this Awardof Restricted Stock is made and/or to be performed.
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