Unassociated Document




      Option
No.: _______

      


       

      


       NEW
GENERATION BIOFUELS HOLDINGS, INC.

      2007
OMNIBUS INCENTIVE PLAN

       

      INCENTIVE
STOCK OPTION AGREEMENT

       

      New
Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”),
hereby grants an option to purchase shares of its common stock, $.001 par value,
(the “Stock”) to the optionee named below.  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:  __________________, 200__

       

      Name of
Optionee:  _________________________________________________

       

      Optionee’s
Employee Identification Number:   _____-____-_____

       

      Number of
Shares Covered by Option:  ______________

       

      Option
Price per Share:  $_____.___ (At least 100% of Fair Market
Value)

       

      Vesting
Start Date: _________________, ____

       

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

       

      Optionee:     ________________________________________________________________________________________________________________                 

      (Signature)

       

      Company:   ________________________________________________________________________________________________________________                                                                                                                  

      (Signature)

       

      Title:  ________________________________________________________________________________________________________________                                                                                              

       

      


       

      This is
not a stock certificate or a negotiable instrument.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       NEW
GENERATION BIOFUELS HOLDINGS, INC.

      2007
OMNIBUS INCENTIVE PLAN

       

      INCENTIVE
STOCK OPTION AGREEMENT

       

      
        
          	
                  Incentive
      Stock Option

                	
                  This
      option is intended to be an incentive stock option under Section 422 of
      the Internal Revenue Code and will be interpreted
      accordingly.  If you cease to be an employee of the Company, its
      parent or a subsidiary ("Employee") but continue to provide Service, this
      option will be deemed a nonstatutory stock option three months after you
      cease to be an Employee.  In addition, to the extent that all or
      part of this option exceeds the $100,000 rule of section 422(d) of the
      Internal Revenue Code, this option or the lesser excess part will be
      deemed to be a nonstatutory stock option.

                   

                
	
                  Vesting

                	
                  This
      option is only exercisable before it expires and then only with respect to
      the vested portion of the option.  Subject to the preceding
      sentence, you may exercise this option, in whole or in part, to purchase a
      whole number of vested shares not less than 100 shares, unless the number
      of shares purchased is the total number available for purchase under the
      option, by following the procedures set forth in the Plan and below in
      this Agreement.

                   

                  Your
      right to the Stock underlying this Option Agreement vests according to
      Attachment
      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 option.

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

                   

                
	
                  Term

                	
                  Your
      option will expire in any event at the close of business at Company
      headquarters on the day before the 10th anniversary of the Grant Date, as
      shown on the cover sheet.

                   

                
	
                  Notice
      of Exercise

                	
                  When
      you wish to exercise this option, you must notify the Company by filing
      the proper “Notice of Exercise” form at the address given on the
      form.  Your notice must specify how many shares you wish to
      purchase (in a parcel of at least 100 shares generally).  Your
      notice must also specify how your shares of Stock should be registered
      (e.g. in your name only or in your and your spouse’s names as joint
      tenants with right of survivorship).  The notice will be
      effective when it is received by the Company.

                   

                  If
      someone else wants to exercise this option after your death, that person
      must prove to the Company’s satisfaction that he or she is entitled to do
      so.

                   

                


        

      


      
        
           


        

        
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                Form
      of Payment

              	
                When
      you submit your notice of exercise, you must include payment of the option
      price for the shares you are purchasing.  Payment may be made in
      one (or a combination) of the following forms:

                ·           Cash,
      your personal check, a cashier’s check, a money order or another cash
      equivalent acceptable to the Company.

                 

                ·           Shares
      of Stock which have already been owned by you and which are surrendered to
      the Company.  The value of the shares, determined as of the
      effective date of the option exercise, will be applied to the option
      price.

                 

                ·           By
      delivery (on a form prescribed by the Company) of an irrevocable direction
      to a licensed securities broker acceptable to the Company to sell Stock
      and to deliver all or part of the sale proceeds to the Company in payment
      of the aggregate option price and any withholding taxes.

                 

              
	
                Withholding
      Taxes

              	
                You
      will not be allowed to exercise this option unless you make acceptable
      arrangements to pay any withholding or other taxes that may be due as a
      result of the option exercise or sale of Stock acquired under this
      option.  In the event that the Company determines that any
      federal, state, local or foreign tax or withholding payment is required
      relating to the exercise or sale 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 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.

                 

              
	
                Corporate
      Transaction

              	
                Notwithstanding
      the vesting schedule set forth above, upon the consummation of a Corporate
      Transaction, this option will become 100% vested (i) if it is not assumed,
      or equivalent options are not substituted for the options, 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.

                 

                 

              


      


      
        
           


        

        
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                  “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.

                   

                
	
                  Transfer
      of Option

                	
                  During
      your lifetime, only you (or, in the event of your legal incapacity or
      incompetency, your guardian or legal representative) may exercise the
      option.  You cannot transfer or assign this
      option.  For instance, you may not sell this option or use it as
      security for a loan.  If you attempt to do any of these things,
      this option will immediately become invalid.  You may, however,
      dispose of this option in your will or it may be transferred upon your
      death by the laws of descent and distribution.

                   

                  Regardless
      of any marital property settlement agreement, the Company is not obligated
      to honor a notice of exercise from your spouse, nor is the Company
      obligated to recognize your spouse’s interest in your option in any other
      way.

                   

                
	
                  Retention
      Rights

                	
                  Neither
      your option 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,
      or your estate or heirs, have no rights as a shareholder of the Company
      until a certificate for your option’s shares has been issued (or an
      appropriate book entry has been made).  No adjustments are made
      for dividends or other rights if the applicable record date occurs before
      your stock certificate is issued (or an appropriate book entry has been
      made), except as described in the Plan.

                   

                


        

      


      
        
           


        

        
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                Adjustments

              	
                In
      the event of a stock split, a stock dividend or a similar change in the
      Stock, the number of shares covered by this option and the option price
      per share shall be adjusted (and rounded down to the nearest whole number)
      pursuant to the Plan.  Your option 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.

                 

              
	
                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 option.  Any prior agreements,
      commitments or negotiations concerning this option 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 option, you give explicit consent to the Company to process
      any 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
      Optionees, to the United States, to transferees who shall include the
      Company and other persons who are designated by the Company to administer
      the Plan.

                 

              
	
                Consent
      to Electronic Delivery

              	
                The
      Company may choose to deliver certain statutory materials relating to the
      Plan in electronic form.  By accepting this option 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.

                 

              


      


      
        
           


        

        
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                Certain
      Dispositions

              	
                If
      you sell or otherwise dispose of Stock acquired pursuant to the exercise
      of this option sooner than the one year anniversary of the date you
      acquired the Stock, then you agree to notify the Company in writing of the
      date of sale or disposition, the number of share of Stock sold or disposed
      of and the sale price per share within 30 days of such sale or
      disposition.

                 

              


      

      


       

      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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      Attachment
A


      
        
           


        

        
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