Unassociated Document


    Grant
No.: _____

    


    NEW
GENERATION BIOFUELS HOLDINGS, INC.

    2007
OMNIBUS INCENTIVE PLAN

     

    RESTRICTED
STOCK AGREEMENT

     

    New
Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”),
hereby grants shares of its common stock, $.001 par value (the “Stock”), to the
Grantee named below, subject to the vesting conditions set forth in the
attachment.  Additional terms and conditions of the grant are set
forth in this cover sheet and in the attachment (collectively, the “Agreement”)
and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

     

    Grant
Date:________ ___, _______

     

    Name of
Grantee: __________________

     

    Grantee's
Employee Identification Number:  ______________

     

    Number of
Shares of Stock Covered by Grant:  ___________

     

    Purchase
Price per Share of Stock:  $_____.___

     

    Vesting
Start Date: __________________, _____

     

    By
signing this cover sheet, you agree to all of the terms and conditions described
in this Agreement and in the Plan, a copy of which is also
attached.  You acknowledge that you have carefully reviewed the Plan,
and agree that the Plan will control in the event any provision of this
Agreement should appear to be inconsistent with the Plan.  Certain
capitalized terms used in this Agreement are defined in the Plan, and have the
meaning set forth in the Plan.

     

    Grantee:           __________________________________________________________________________________________________________________           

    (Signature)

     

    Company:        __________________________________________________________________________________________________________________                                                                                                             

    (Signature)

     

    Title:                      __________________________________________________________________________________________________________________

     

    This is not a stock certificate or a
negotiable instrument.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     NEW
GENERATION BIOFUELS HOLDINGS, INC.

    2007
OMNIBUS INCENTIVE PLAN

     

    RESTRICTED
STOCK AGREEMENT

     

    
      	
              Restricted
      Stock/ Nontransferability

            	
              This
      grant is an award of Stock in the number of shares set forth on the cover
      sheet, at the purchase price set forth on the cover sheet, and subject to
      the vesting conditions ("Restricted Stock").  The purchase price
      is deemed paid by your prior services to the Company.  To the extent not
      yet vested, your Restricted Stock may not be transferred, assigned,
      pledged or hypothecated, whether by operation of law or otherwise, nor may
      the Restricted Stock be made subject to execution, attachment or similar
      process.

               

            
	
              Vesting

            	
              The
      Company will issue your Restricted Stock in your name as of the Grant
      Date.

              Your
      right to the Stock under this Restricted Stock Agreement vests according
      to Exhibit
      A, “Vesting Schedule”, provided you then continue in
      Service.  The resulting aggregate number of vested shares will
      be rounded down to the nearest whole number, and you cannot vest in more
      than the number of shares covered by this award.

              No
      additional shares of Stock will vest after your Service has terminated for
      any reason.

               

            
	
              Forfeiture
      of Unvested Stock

               

               

               

            	
              In
      the event that your Service terminates for any reason, you will forfeit to
      the Company all of the shares of Stock subject to this grant that have not
      yet vested or with respect to which all applicable restrictions and
      conditions have not lapsed.

               

            
	
              Issuance

            	
              The
      issuance of the Stock under this grant shall be evidenced in such a manner
      as the Company, in its discretion, will deem appropriate, including,
      without limitation, book-entry, registration or issuance of one or more
      Stock certificates, with any unvested Restricted Stock bearing a legend
      with the appropriate restrictions imposed by this Agreement.  As
      your interest in the Stock vests, the recordation of the number of shares
      of Restricted Stock attributable to you will be appropriately
      modified.

               

            
	
              Withholding
      Taxes

            	
              You
      agree, as a condition of this grant, that you will make acceptable
      arrangements to pay any withholding or other taxes that may be due as a
      result of the payment of dividends or the vesting of Stock acquired under
      this grant.  In the event that the Company determines that any
      federal, state, or local tax or withholding payment is required relating
      to the payment of dividends or the vesting of shares arising from this
      grant, the Company shall have the right to require such payments from you,
      or withhold such amounts from other payments due to you from the Company
      or any Affiliate.  Subject to the prior approval of the
      

               

            


    


    
      
         


      

      
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          	 	Company,
      which may be withheld by the Company, in its sole discretion, you may
      elect to satisfy this withholding obligation, in whole or in part, by
      causing the Company to withhold shares of Stock otherwise issuable to you
      or by delivering to the Company shares of Stock already owned by
      you.  The shares of Stock so delivered or withheld must have an
      aggregate Fair Market Value equal to the withholding obligation and may
      not be subject to any repurchase, forfeiture, unfulfilled vesting, or
      other similar requirements.
	 	 
	
                  Section
      83(b)

                  Election

                	
                  Under
      Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"),
      the difference between the purchase price paid for the shares of Stock and
      their Fair Market Value on the date any forfeiture restrictions applicable
      to such shares lapse will be reportable as ordinary income at that
      time.  For this purpose, "forfeiture restrictions" include the
      forfeiture as to unvested Stock described above.  You may elect
      to be taxed at the time the shares are acquired, rather than when such
      shares cease to be subject to such forfeiture restrictions, by filing an
      election under Section 83(b) of the Code with the Internal Revenue Service
      within thirty (30) days after the Grant Date.  You will have to
      make a tax payment to the extent the purchase price is less than the Fair
      Market Value of the shares on the Grant Date.  No tax payment
      will have to be made to the extent the purchase price is at least equal to
      the Fair Market Value of the shares on the Grant Date.  The form
      for making this election is attached as Exhibit B
      hereto.  Failure to make this filing within the thirty (30) day
      period will result in the recognition of ordinary income by you (in the
      event the Fair Market Value of the shares as of the vesting date exceeds
      the purchase price) as the forfeiture restrictions lapse.

                   

                  YOU
      ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO
      FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE
      COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR
      BEHALF.  YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH
      RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b)
      ELECTION.

                   

                


        

      

    


    
      
         


      

      
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                Corporate
      Transaction

              	
                Notwithstanding
      the vesting schedule set forth above, upon the consummation of a Corporate
      Transaction, this award will become 100% vested (i) if it is not assumed,
      or equivalent awards are not substituted for the award, by the Company or
      its successor, or (ii) if assumed or substituted for, upon your
      Involuntary Termination within the 12-month period following the
      consummation of the Corporate Transaction.

                “Involuntary Termination” means termination of your Service
      by reason of (i) your involuntary dismissal by the Company or its
      successor for reasons other than Cause; or (ii) your voluntary resignation
      for Good Reason as defined in any applicable employment or
      severance agreement, plan, or arrangement
      between you and the Company, or if none, then as set forth in the Plan
      following (x) a substantial adverse alteration in your title or
      responsibilities from those in effect immediately prior to the Corporate
      Transaction; (y) a reduction in your annual base salary as of immediately
      prior to the Corporate Transaction (or as the same may be increased from
      time to time) or a material
      reduction in your annual target bonus opportunity as of immediately prior
      to the Corporate Transaction; or (z) the
      relocation of your principal place of employment to a location more than
      35 miles from your principal place of employment as of the Corporate
      Transaction or the Company's requiring you to be based anywhere other than
      such principal place of employment (or permitted relocation thereof)
      except for required travel on the Company's business to an extent
      substantially consistent with your business travel obligations as of
      immediately prior to the Corporate Transaction.

                 

              
	
                Retention
      Rights

              	
                Neither
      your award nor this Agreement give you the right to be retained by the
      Company (or any Parent, Subsidiaries or Affiliates) in any
      capacity.  The Company (and any Parent, Subsidiaries or
      Affiliates) reserve the right to terminate your Service at any time and
      for any reason.

                 

              


      

    

       

    
      
        	
                Shareholder
      Rights

              	
                You
      have the right to vote the Restricted Stock and to receive any dividends
      declared or paid on such stock.  Any distributions you receive
      as a result of any stock split, stock dividend, combination of shares or
      other similar transaction shall be deemed to be a part of the Restricted
      Stock and subject to the same conditions and restrictions applicable
      thereto.  The Company may in its sole discretion require any
      dividends paid on the Restricted Stock to be reinvested in shares of
      Stock, which the Company may in its sole discretion deem to be a part of
      the shares of Restricted Stock and subject to the same conditions and
      restrictions applicable thereto.  Except as described in the
      Plan, no adjustments are made for dividends if the applicable record date
      occurs before your stock certificate is issued.

                 

              


      



    
 

    
      
         


      

      
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                Adjustments

              	
                In
      the event of a stock split, a stock dividend or a similar change in the
      Company Stock, the number of shares covered by this grant shall be
      adjusted (and rounded down to the nearest whole number) pursuant to the
      Plan.  Your Restricted Stock shall be subject to the terms of
      the agreement of merger, liquidation or reorganization in the event the
      Company is subject to such corporate activity in accordance with the terms
      of the Plan.

                 

              
	
                Legends

                 

              	
                All
      certificates representing the Stock issued in connection with this grant
      shall, where applicable, have endorsed thereon the following
      legend:

                 

                “THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
      REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH
      AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
      FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE
      HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS
      CERTIFICATE.”

                 

              
	
                Applicable
      Law

              	
                This
      Agreement will be interpreted and enforced under the laws of the State of
      Florida, other than any conflicts or choice of law rule or principle that
      might otherwise refer construction or interpretation of this Agreement to
      the substantive law of another jurisdiction.

                 

              
	
                The
      Plan

                 

              	
                The
      text of the Plan is incorporated in this Agreement by
      reference.

                This
      Agreement and the Plan constitute the entire understanding between you and
      the Company regarding this grant of Restricted Stock.  Any prior
      agreements, commitments or negotiations concerning this grant are
      superseded.

                 

              


      

    

      

    
      	
              Data
      Privacy

            	
              In
      order to administer the Plan, the Company may process personal data about
      you.  Such data includes but is not limited to the information
      provided in this Agreement and any changes thereto, other appropriate
      personal and financial data about you such as home address and business
      addresses and other contact information, payroll information and any other
      information that might be deemed appropriate by the Company to facilitate
      the administration of the Plan.

               

              By
      accepting this grant, you give explicit consent to the Company to process
      a ny such personal data.  You also give explicit consent to the
      Company to transfer any such personal data outside the country in which
      you work or are employed, including, with respect to non-U.S. resident
      Grantees, to the United States, to transferees who shall include the
      Company and other persons who are designated by the Company to administer
      the Plan.

            


    

    
 

    
      
         


      

      
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              Consent
      to Electronic Delivery

            	
              The
      Company may choose to deliver certain statutory materials relating to the
      Plan in electronic form.  By accepting this grant you agree that
      the Company may deliver the Plan prospectus and the Company’s annual
      report to you in an electronic format.  If at any time you would
      prefer to receive paper copies of these documents, as you are entitled to,
      the Company would be pleased to provide copies.  Please contact
      [               ] at
      [        ]
      to request paper copies of these documents.

               

            


    

    


    By signing the cover sheet of this
Agreement, you agree to all of the terms and conditions
described above and in the Plan.


    
      
         


      

      
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    EXHIBIT
A

    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    ELECTION
UNDER SECTION 83(b) OF

    THE
INTERNAL REVENUE CODE

    


    The
undersigned hereby makes an election pursuant to Section 83(b) of the Internal
Revenue Code with respect to the property described below and supplies the
following information in accordance with the regulations promulgated
thereunder:

     

    1.           The
name, address and social security number of the undersigned:

     

    Name:             ________________________________________________________                                                                                              

    Address:       ________________________________________________________                                                                                         

    


    Social
Security No.
:        ______________________________________________                                                                                                   

     

    2.           Description
of property with respect to which the election is being made:

     

    ____________  shares of common
stock, par value $.001 per share, New Generation Biofuels Holdings, Inc., a
Florida corporation, (the “Company”).

     

    3.           The
date on which the property was transferred is ____________ __,
200_.

     

    4.           The
taxable year to which this election relates is calendar year 200_.

     

    5.           Nature
of restrictions to which the property is subject:

     

    The
shares of stock are subject to the provisions of a Restricted Stock Agreement
between the undersigned and the Company.  The shares of stock are
subject to forfeiture under the terms of the Agreement.

     

    6.           The
fair market value of the property at the time of transfer (determined without
regard to any lapse restriction) was $__________ per share, for a total of
$__________.

     

    7.           The
amount paid by taxpayer for the property was $__________.

     

    8.           A
copy of this statement has been furnished to the Company.

     

    Dated:  _____________,
200__

     

    


    Taxpayer’s
Signature

    


    Taxpayer’s
Printed Name


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    PROCEDURES
FOR MAKING ELECTION

    UNDER INTERNAL REVENUE CODE SECTION 83(b)

    


    


    


    The following procedures must be followed with respect
to the attached form for making an election under Internal Revenue Code section
83(b) in order for the election to be effective:1

    


    1.        You
must file one copy of the completed election form with the IRS Service Center
where you file your federal income tax returns within 30 days after the
Grant Date of your Restricted Stock.

    


    2.        At
the same time you file the election form with the IRS, you must also give a copy
of the election form to the Secretary of the Company.

    


    3.        You
must file another copy of the election form with your federal income tax return
(generally, Form 1040) for the taxable year in which the stock is transferred to
you.

    


    

      

    

      
       1.          Whether
or not to make the election is your decision and may create tax consequences for
you.  You are advised to consult your tax advisor if you are unsure
whether or not to make the election.