Exhibit
10.10


 


Non-Employee
Director Compensation Schedule


(As
Amended and Restated Effective as of January 5, 2007)


 




	
  Director Annual
  Retainer

  	
  $35,000 (to be paid in
  arrears on a bi-annual basis)

  
	
  Semi-Annual Restricted
  Stock Unit Grant

  	
  Grants to be made to
  each non-employee director (other than a newly elected/appointed director)
  each year on a semi-annual basis (subject to the director remaining in
  service on the date of grant)

  

  First grant to be made at the first regularly scheduled Board meeting of each
  calendar year and second grant to be made on the last business day in August of
  each year (each grant will have a grant date fair market value equal to
  $17,500, and the number of shares that will be awarded will be based on the
  fair market value of a share of common stock on the date of grant)

  

  Each grant will vest in full on the first anniversary of the date of grant

  
	
  One-Time Restricted
  Stock Unit Grant (for newly elected/appointed directors only)

  	
  Fair market value on
  date of grant of $75,000 (number of shares awarded will be based on the fair
  market value of a share of common stock on the date of grant); subject to
  annual vesting over a 3-year period from the date of grant

  

  Grant to be made to a newly elected/appointed director in lieu of the first
  year’s restricted stock unit grant described above, on the effective date of
  his/her election/appointment

  
	
  Settlement of
  Restricted Stock Units

  	
  Once vested, restricted
  stock units will not be settled (i.e., shares
  will not be delivered) until such time as the director ceases to be a
  director of the Company for any reason

  



  






 


 

















 




	
   

  	
  Upon a “Sale of the
  Company” (as defined in the Aventine Renewable Energy Holdings, Inc.
  2003 Stock Incentive Plan) (i) restricted stock units that are then
  unvested will fully vest and (ii) all restricted stock units shall be
  settled

  
	
  Chairman of the Board —
  Additional Annual Retainer

  	
  $65,000 (to be paid in
  arrears on a quarterly basis)

  
	
  Audit Committee Chair —
  Additional Annual Retainer

  	
  $10,000 (to be paid in
  arrears on a quarterly basis)

  
	
  Chair of each other
  Board Committee — Additional Annual Retainer

  	
  $5,000 (to be paid in
  arrears on a quarterly basis)

  
	
  Board Meeting Fee

  	
  $1,500 ($750 for
  telephonic Board meetings)

  
	
  Committee Meeting Fee

  	
  $750

  
	
  Director Ownership
  Requirement

  	
  ·           5,000
  shares of common stock (which shall include shares underlying vested
  restricted stock units that have not been settled)



  ·           Five
  years to reach ownership requirement (measured from January 1, 2006 for
  existing directors and from his/her election/appointment to the Board for
  other directors)



  ·           Directors
  may not sell vested restricted stock (other than to satisfy minimum tax
  withholding obligations at the time of vesting) until the ownership
  requirement is met

  
	
  Out of Pocket Expenses

  	
  Reimbursement for
  reasonable out of pocket expenses incurred in connection with Board Meetings
  or other company business