Form of Restricted Stock Unit Agreement under the 2010 Stock Incentive Plan



 Exhibit 10.15 
 GEVO, INC. 
 2010 STOCK INCENTIVE PLAN 

 
  

Restricted Stock Unit Award Agreement 
  

 
 You are hereby
awarded Restricted Share Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (the “Award Agreement” or “Award”), and in the Gevo, Inc. 2010
Stock Incentive Plan (the “Plan”). A copy of the Plan is attached as Exhibit A. Terms beginning with initial capital letters within this Agreement have the special meaning defined in the Plan (or in this Award
Agreement, if defined herein). 
 This Award is conditioned on your execution of this Award Agreement within 20 (twenty) days
after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions
of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have (i) carefully considered the terms and conditions of the Plan and this Award, and (ii) consulted
with your personal legal and tax advisors about all of these documents. 
  

	1.	Specific Terms. This RSU Award has the following terms: 

  

			
	 	 
	Name of Participant	  	 
	 	 
	Number of Shares Subject to Award	  	 
	 	 
	Purchase Price per
Share (if applicable)	  	Not applicable.
	 	 
	Grant Date	  	              
       , 20    .
	 	 
	Vesting	  	Your Award will vest with respect to one-third (1/3) of the number of RSUs designated
above on each the first three annual anniversary dates (each a “Vesting Date”) of the Grant Date, provided that your Continuous Service has not ended before the particular Vesting Date (subject to the terms of any employment
agreement between you and the Company).
	 	 
	Accelerated Vesting	  	You will become 100% vested in this Award if your Continuous Service ends due to your
Retirement, your death, your Disability, or your Involuntary Termination on or within 12 months after a Change in Control.
	 	 
	§83(b) Elections	  	Allowed pursuant to Section 7(d) of the Plan, using the Election attached hereto as
Exhibit B.
	 	 
	Deferral Elections	  	[    ] Allowed pursuant to Section 7(e) of the Plan.
[    ] Not allowed.
	 	 
	Recapture and Recoupment	  	 Section 14 of the Plan shall apply re
Termination, Rescission, and Recapture of this Award.
  
 Section 15 shall
apply re Recoupment of this Award.









  

	2.	Termination of Continuous Service. Subject to the terms of any employment agreement between you and the Company (and/or any Affiliate) that is in effect
when your Continuous Service terminates, this Award shall be canceled and shall become automatically null and void immediately after termination of your Continuous Service for any reason, but only to the extent you have not become vested, pursuant
to terms of Section 1 above, on or before your Continuous Service ends. 

  

	3.	Settlement through Issuance of Shares. No Shares will be issued before you complete the requirements that are necessary for you to vest in the Shares
underlying your RSUs. The Company will issue to you or your duly-authorized transferee, free from vesting restrictions (but subject to such legends as the Company determines to be appropriate), one Share for each vested RSU, as soon as practicable
after the later of – 

  

	 	(i)	the date on which your RSUs vest in whole or in part, or 

  

	 	(ii)	the distribution date or dates set forth in your deferral and distribution election forms (if deferral is allowed under Section 1 and an election is made by you
using the form attached hereto as Exhibit C); 

 provided that the number of
Shares issued to you shall be reduced by a number of Shares having a Fair Market Value equal to the sum of (I) the par value per Share issued (as payment thereof), plus (II) the minimum statutory tax withholding required in connection with the
vesting of your RSUs, and with cash being withheld from your pay for any additional withholding and employment taxes that applicable tax laws may require. Certificates shall not be delivered to you unless and until all applicable conditions of this
Award have been satisfied, including all employment and tax-withholding obligations. 
  

	4.	Dividends. You shall have Dividend Equivalent Rights with respect to this Award, and Section 10 of the Plan shall accordingly determine your right to
collect any cash dividends or Share dividends that are declared and paid to the holders of Shares between the Grant Date and each vesting or deferred settlement date upon which you are entitled to receive Shares to settle this Award. To the extent
that your Continuous Service ends before full vesting of the RSUs subject to this Award, you will forfeit all cash and Share-based dividends that are attributable to all of your non-vested RSUs. 


 

	5.	Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you
may expressly designate a death beneficiary (the “Beneficiary”) to your interest, if any, in this Award and any underlying Shares. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement
substantially in the form attached hereto as Exhibit D (the “Designation of Death Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to the Company. To the extent you do not duly
designate a beneficiary who survives you, your estate will automatically be your beneficiary. 

  

	6.	Restrictions on Transfer of Award. Your rights under this Award Agreement may not be sold, pledged, or otherwise transferred without the prior written
consent of the Committee. 

  

	7.	 Taxes. Except to the extent otherwise specifically provided in an employment agreement between you and the Company, by signing this Award
Agreement, you acknowledge that you 










	 	 
shall be solely responsible for the satisfaction of any applicable taxes that may arise pursuant to this Award (including taxes arising under Code Section 409A (regarding deferred
compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company nor the Administrator shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes.
The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement. 



 

	8.	Not a Contract of Employment. By executing this Award Agreement you acknowledge and agree that (i) nothing in this Award Agreement or the Plan
confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any
time, with or without Cause; and (ii) the Company would not have granted this Award to you but for these acknowledgements and agreements. 

  

	9.	Investment Purposes. By executing this Award, you represent and warrant to the Company that any Shares issued to you pursuant to your RSUs will be for
investment for your own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended.


  

	10.	Securities Law Prospectus and Restrictions. By executing this Award Agreement you acknowledge that you have received a copy of the Prospectus describing
the Plan. A copy of the Plan’s Prospectus is attached as Exhibit E. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of
appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws
of any state or any other law or to enforce the intent of this Award. 

  

	11.	Headings. Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define
or limit the scope or intent of this Award Agreement or any provision hereof. 

  

	12.	Severability. Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any
reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement. 

  

	13.	Counterparts. This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the same instrument. 

  

	14.	Notices. Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be
delivered electronically, personally, or sent by mail, addressed to you at the last address that the Company had for you on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of
notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is personally or electronically delivered or properly mailed. 








  

	15.	Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns. 


 

	16.	Modifications. This Award Agreement may be modified or amended at any time, in accordance with Section 18 of the Plan and provided that you must
consent in writing to any modification that adversely and materially affects any rights or obligations under this Award Agreement. 

  

	17.	Plan Governs. By signing this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all
the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant
to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control. 

  

	18.	Governing Law. The laws of the State of Delaware shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation
of the rights and duties of the parties hereto. 

 BY YOUR SIGNATURE BELOW, along with the signature of the
Company’s representative, you and the Company agree that this Award is made under and governed by the terms and conditions of this Award Agreement and the Plan. 

 

			
	Gevo, Inc.
		
	 By:
	 	  

		 	Name:
		 	Title:


  

			
	PARTICIPANT
	
	The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan.



 

					
		
	Signature:	 	  

		
	Printed Name of Participant:	 	  










 Exhibit A 
 GEVO, INC. 
 2010 STOCK INCENTIVE PLAN 

 
  

Plan Document 
  

 







 Exhibit B 
 GEVO, INC. 
 2010 STOCK INCENTIVE PLAN 

 
  

Section 83(b) Election Form 
  

 
 IF YOU WISH TO MAKE A SECTION
83(b) ELECTION, THERE ARE TWO CRITICAL REQUIREMENTS, PARTICULARLY: 
  

	 	•	 	 YOUR ELECTION MUST BE FINAL WITHIN 30 DAYS AFTER THE GRANT DATE SET FORTH IN YOUR RSU AWARD AGREEMENT, AND 



 

	 	•	 	 BEFORE MAKING YOUR ELECTION, YOU MUST HAVE RECEIVED RESTRICTED SHARES PURSUANT TO SECTION 7(d) OF THE PLAN. The Company will accept any form of written
notice by which you direct that Restricted Shares be issued pursuant to Section 7(d) of the Plan 


 If you
receive Restricted Shares, you will remain subject to the terms, restrictions, and conditions of the underlying RSU Award Agreement. Such terms, restrictions, and conditions shall continue in effect until your Restricted Shares have become fully
vested and replaced with unrestricted Shares. 
 Attached is an Internal Revenue Code Section 83(b) Election Form. In order to make the
election, you must completely fill out the attached form and file one copy with the Internal Revenue Service office where you file your tax return. In addition, one copy of the statement also must be submitted with your income tax return for the
taxable year in which you make this election. Finally, you also must submit a copy of the election form to the Company within 10 days after filing that election with the Internal Revenue Service. A Section 83(b) election normally cannot be
revoked. 







 GEVO, INC. 
 2010 STOCK INCENTIVE PLAN 
  

 
 Election to
Include Value of Restricted Shares in Gross Income 
 in Year of Transfer Under Internal Revenue Code Section 83(b)

  
  

Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect within 30 days after receiving the property described herein
to be taxed immediately on its value specified in item 5 below. 
  

	1.	My General Information: 

  

					
	Name:	 	 	 	  

	 Address:
	 		 	  

		 		 	  



					
	 S.S.N.

or T.I.N.:
	 	  
  
	 	

  

	2.	Description of the property with respect to which I am making this election: 


 

	
	                     shares of common stock of Gevo, Inc. (the
“Restricted Shares”).

  

	3.	The Restricted Shares were transferred to me on
                         , 20    , pursuant to an Award Agreement executed on
                     , 20     (the “Award Agreement”). This election relates to my
20     calendar taxable year. 

  

	4.	The Restricted Shares are subject to the restrictions set forth in the Award Agreement, and are generally not transferable until my interest becomes vested and
non-forfeitable, pursuant thereto. 

  

	5.	Fair market value: 

 The fair
market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms never will lapse) of the Restricted Shares with respect to which I am making this election is
$             per share. 
  

	6.	Amount paid for Restricted Shares: 

 The amount I paid for the Restricted Shares is $             per share. 

 

	7.	Furnishing statement to employer: 

 A copy of this statement has been furnished to my employer, Gevo, Inc. 







  

	8.	Award Agreement or Plan not affected: 

 Nothing contained herein shall be held to change any of the terms or conditions of the Award Agreement or the Plan. 
 Dated:                          ,
20        . 
  

	
	  

	Taxpayer









 Exhibit C 
 GEVO, INC. 
 2010 STOCK INCENTIVE PLAN 

 
  

Deferral and Distribution Election 
 (if allowed under Section 1 of the RSU Award Agreement) 
  

 
 DEFERRAL AND
DISTRIBUTION ELECTION (the “Election”), made this              day of             ,
            , by me, as the undersigned participant in the above-referenced plan (the “Plan”) that is sponsored by Gevo, Inc. (the “Company”).

 WHEREAS, I have received an Award of RSUs pursuant to an Award Agreement dated
                         , 2010 (my “RSU Award”), and Section 1 of my RSU Award permits me to
make a deferral election pursuant to Section 7(e) of the Plan, and I desire to make such an election subject to the terms and conditions hereof. 
 NOW, THEREFORE, I hereby elect as follows, and the Company agrees to be bound by the terms of my elections herein effective immediately, provided that, within 30 days after the Grant Date set forth
in my RSU Award, I provide an executive officer of the Company (other than myself) with an original copy of my completed and fully-executed Election herein: 
 1. Defined Terms. Terms beginning with initial capital letters within this Election have the special meaning defined in the Plan or my RSU Award (or in this Election for definitions set
forth herein). 
 2. Provisions Incorporated by Reference. The terms of my RSU Award are incorporated herein by reference.

 3. Term of Election. This Election and the provisions of my RSU Award and the Plan constitute the entire agreement between me
and the Company regarding this matter, and will continue in full force and effect until and unless I execute a superseding distribution election pursuant to Section 8(c)(ii) of the Plan. 
 4. RSUs being Deferred. I hereby elect to defer the receipt of              percent (    %) of
the Shares that would otherwise be transferred to me more than 12 months after the date of this deferral election (or upon my earlier death). I understand and recognize that pursuant to this Election, the Company agrees to credit me on its books and
records with DSUs pursuant to the terms and conditions of Section 8 of the Plan. 
 5. Settlement of DSUs. The Company agrees
to settle my DSUs through issuing unrestricted Shares (with cash being paid in lieu of fractional Shares) in accordance with the earliest to occur of the events determined pursuant to my elections in the following schedule:








 Deferral and Distribution Election 
 Page 2 of 3 
  

					
	Event	  	Form of Distribution	  	Time of Distribution
	 	 	 
	     My Death	  	  ̈       One lump sum distribution.
  

 ̈       Substantially equal
annual payments over a period of      years (up to 10).
	  	  ̈       As soon as practicable.
  

 ̈       The next January
1st.

 

 ̈       Other:  
                  .

	 	 	 
	     My Disability	  	  ̈       One lump sum distribution.
  

 ̈       Substantially equal
annual payments over a period of      years (up to 10).
	  	  ̈       As soon as practicable.
  

 ̈       The next January
1st.

 

 ̈       Other:  
                  .

	 	 	 
	     My Other Separation from
Service	  	  ̈       One lump sum distribution.
  

 ̈       Substantially equal
annual payments over a period of      years (up to 10).
	  	  ̈       As soon as practicable.
  

 ̈       The next January
1st.

 

 ̈       Other:  
                  .

	 	 	 
	     Change in
Control	  	  ̈       One lump sum distribution.
  

 ̈       Substantially equal
annual payments over a period of      years (up to 10).
	  	  ̈       As soon as practicable.
  

 ̈       The next January
1st.

 

 ̈       Other:  
                  .

	 	 	 
	
     Specified

Date
	  	  ̈       One lump sum distribution.
  

 ̈       Substantially equal
annual payments over a period of      years (up to 10).
	  	
 ̈       Date:
                         ,     .



Note: the term “Separation from Service” means the first to occur of a termination of your Continuous Service, or your
“separation from service” within the meaning of Code Section 409A and associated rulings and regulations (with such separation being presumed to occur if based on a 50% or more reduction in your service, as determined thereunder).

 6. Taxes. By signing this Election, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that
may arise pursuant to this Award (including taxes arising under Sections 409A or 4999 of the Code), and that neither the Company nor any of its officers, directors, employees, or other service providers shall have any obligation whatsoever to pay
such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes. 
 The Committee shall nevertheless have the discretion
(i) to condition any issuance of Shares on my satisfaction of applicable employment and withholding taxes; and (ii) to unilaterally interpret this Election in any manner that (i) conforms with the requirements of Section 409A of
the Code, (ii) that modifies or voids any election of mine to the extent it would violate Section 409A of the Code, and (iii) for any distribution election that would violate Section 409A of the Code, that 







 Deferral and Distribution Election 
 Page 3 of 3 
 defers distributions pursuant hereto until the earliest to occur of a
distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is duly elected by me. 
 7. Effect of This Election. I recognize and agree that the Company will honor the terms and conditions of this Election, subject to any provisions of the Plan or my RSU Award that are not
patently inconsistent herewith. 
 IN WITNESS WHEREOF, I have made this election on the day and year first above-written.

  

	
	 PARTICIPANT

	
	
My Signature:                     
                                         
             

	
	
My Printed Name:                   
                                         
       










 Exhibit D 
 GEVO, INC. 
 2010 STOCK INCENTIVE PLAN 

 
  

Designation of Death Beneficiary 
  

 
 In connection
with the Awards designated below that I have received pursuant to the Plan, I hereby designate the person specified below as the beneficiary upon my death of my interest in such Awards. This designation shall remain in effect until revoked in
writing by me. 
  

			
	 Name of Beneficiary:
	 	  

		
	 Address:
	 	  

		
		 	  

		
		 	  

		
	 Social Security No.:
	 	  



This beneficiary designation relates to any and all of my rights under the following Award or Awards: 

 

	 	 ̈	any Award that I have received or ever receive under the Plan. 

  

	 	 ̈	the
                             Award that I received pursuant to an award agreement dated
            ,          between myself and the Company. 


I understand that this designation operates to entitle the above named beneficiary, in the event of my death, to any and all of my rights
under the Award(s) designated above from the date this form is delivered to the Company until such date as this designation is revoked in writing by me, including by delivery to the Company of a written designation of beneficiary executed by me on a
later date. 
  

			
	 Date:
	 	  

	  
 By:
	 	  

 

		 	 Name of Participant



  

							
	Sworn to before me this	 		 		 	
	             day
of                         , 20        	 		 		 	
	  
	 		 		 	
	 Notary Public
 County of
                                         
     
	 		 		 	
	State
of                                     	 		 		 	








 Exhibit E 
 GEVO, INC. 
 2010 STOCK INCENTIVE PLAN 

 
  

Prospectus describing the Plan