**Exhibit 10.11**

 

EXECUTION COPY

 

**AVENTINE RENEWABLE ENERGY HOLDINGS, INC.**

**2010 EQUITY INCENTIVE PLAN**

**RESTRICTEDSTOCK UNIT AGREEMENT**

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ThisRestricted Stock Unit Agreement (the “***Agreement***”),effective as of the 15th day of March, 2010 (the “***Dateof Grant***”) by and between Aventine Renewable Energy Holdings, Inc.(the****“***Company***”),and Thomas Manuel (the “***Participant***”),evidences the grant by the Company of restricted Common Share units (the “***Award***”) to the Participant on suchdate and the Participant’s acceptance of the Award in accordance with theprovisions of the Company’s 2010 Equity Incentive Plan (the “***Plan***”).  The Company and the Participant agree asfollows:

 

# 1.                                       **Basis for Award**.** **This Award is made under the Planpursuant to Section 9 thereof for services to be rendered to the Companyby the Participant.

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# 2.                                       **Restricted Stock UnitsAwarded**.

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## (a)                                  The Company hereby awards to theParticipant, in the aggregate, 128,250 restrictedCommon Share units (“***Restricted Stock Units***”),which shall be subject to the terms of the Plan and this Agreement.

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# (b)                                 The Restricted Stock Units shall becredited to a separate account maintained for the Participant on the books ofthe Company (the ***“Account”***).  The Award shall vest and settle in accordancewith Section 3 hereof.

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# 3.                                       **Vesting and Settlement**.

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## (a)                                  The Restricted Stock Units shall vest andbecome non-forfeitable with respect to (i) 21,375 Restricted Stock Unitson Date of Grant, (ii) an additional 21,375 on the first anniversary ofthe Date of Grant; (iii) an additional 42,750 on the second anniversary ofthe Date of Grant, and (iv) the remaining 42,750 Restricted Stock Units onDecember 31, 2010; provided, that, the Participant is then employedby the Company. Except as set forth in Section 3(b), all unvestedRestricted Stock Units shall be forfeited without consideration upon thetermination of the Participant’s employment for any reason.  The Company shall issue and deliver to theParticipant one Common Share for each vested Restricted Stock Unit (the ***“RSU Shares”***) (and upon suchsettlement, the Restricted Stock Units shall cease to be credited to theAccount) on the earlier of (x) the sixtieth (60th)day following the termination of the Participant’s employment for any reasonand (y) the date on which a Change in Control (as defined in theEmployment Agreement between the Company an the Participant dated as of March 15,2010 (the “***Employment Agreement***”))occurs (such date, the ***“Settlement Date***”)and upon suchsettlement the Company shall enter the Participant’s name as a shareholder ofrecord with respect to the RSU Shares on the books of the Company.

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(b)                                 Notwithstanding the foregoing, in theevent that the Participant’s employment with the Company is terminated (i) bythe Company without Cause (as defined in 

 

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the EmploymentAgreement), or (ii) by the Participant for Good Reason (as defined in theEmployment Agreement), the Restricted Stock Units shall immediately vest infull and be settled in accordance with the last sentence of Section 3(a).

 

(c)                                  Change in Control. Upon the occurrence of a Change in Control, the Restricted Stock Unitsshall immediately vest in full and be settled in accordance with the lastsentence of Section 3(a).

 

4.                                       **Dividend Equivalents**. If the Company pays a cash dividend on its outstanding Common Shares forwhich the Record Date (for purposes of this Agreement, the **“*Record Date*”** is the date on which shareholders ofrecord are determined for purposes of paying the cash dividend on CommonShares) occurs after the Date of Grant, the Participant shall receive a lumpsum cash payment on the Settlement Date equal to the aggregate amount of the ordinarycash dividends paid by the Company on a single Common Share multiplied by thenumber of Restricted Stock Units awarded under this Agreement that are unvestedand unpaid as of each applicable Record Date, plus interest on such amount atthe Company’s borrowing rate as in effect from time to time.  Payments pursuant to this Section 4are subject to tax withholding.

 

# 5.                                       **Restrictions**. The Award granted hereunder may not be sold, pledged or otherwisetransferred (other than by will or the laws of descent and distribution or asotherwise permitted by the Committee) and may not be subject to lien,garnishment, attachment or other legal process. The Participant acknowledges and agrees that, with respect to eachRestricted Stock Unit credited to his Account, the Participant has no votingrights with respect to the Company unless and until such Restricted Stock Unit issettled in RSU Shares pursuant to Section 3(a) hereof.

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# 6.                                       **Compliance with Laws andRegulations**.  The issuance and transfer of RSU Shares shallbe subject to compliance by the Company and the Participant with all applicablerequirements of securities laws and with all applicable requirements of anystock exchange on which the Company’s Common Shares may be listed at the timeof such issuance or transfer.

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7.                                       **No Right to ContinuedEmployment**.  Nothing in this Agreement shall be deemed byimplication or otherwise to impose any limitation on any right of the Companyto terminate the Participant’s employment at any time.

 

8.                                       **General Assets**. All amounts credited to the Participant’s Account under this Agreementshall continue for all purposes to be part of the general assets of theCompany.  The Participant’s interest inthe Account shall make the Participant only a general, unsecured creditor ofthe Company.

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# 9.                                       **Rights as Shareholder**. Upon and following the Settlement Date, the Participant shall be therecord owner of the RSU Shares unless and until such shares are sold orotherwise disposed of, and as record owner shall be entitled to all rights of ashareholder of the Company (including voting rights).  Prior to the Settlement Date, the Participantshall not be deemed for any purpose to be the owner of the Common Sharesunderlying the 

 

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# Restricted Stock Units subject to the Award, other than with respect tothe Participant’s right to receive payment pursuant to Section 4 hereof.

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# 10.                                 **Governing Law**. This Agreement shall be governed by the laws of the state of New Yorkwithout regard to conflict of law principles.

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# 11.                                 **Plan**. Except as otherwise provided herein, or unless the context clearlyindicates otherwise, capitalized terms herein which are defined in the Planhave the same definitions as provided in the Plan.  The terms and provisions of the Plan areincorporated herein by reference, and the Participant hereby acknowledgesreceiving a copy of the Plan.  In theevent of a conflict or inconsistency between the terms and provisions of thePlan and the provisions of this Agreement, this Agreement shall govern andcontrol.  Notwithstanding anything hereinor in the Plan to the contrary, the provisions of Section 15 of the Planshall not apply to the Participant.

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# 12.                                 **Adjustment**. In the event of any adjustment pursuant to Section 12 of the Planthat would adversely affect the value of the Award granted hereunder or causesuch Award to become subject to Section 409A of the Code, such adjustmentmay only be made with the Participant’s written consent, which consent shallnot be unreasonably withheld.

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13.                                 **Tax Withholding**. Upon settlement of the Award in accordance with Section 3(a) hereof,the Participant shall recognize taxable income in respect of the Award and theCompany shall report such income to the appropriate taxing authorities inrespect of the Award as it determines to be necessary and appropriate.  The Participant shall be required to pay tothe Company and shall have the right to deduct from any compensation paid tothe Participant pursuant to the Plan the amount of any required withholdingtaxes prior to the issuance or delivery of any Common Shares.  The Committee may permit the Participant tosatisfy the withholding liability: (a) in cash, (b) by having theCompany withhold from the number of Common Shares otherwise issuable ordeliverable pursuant to the settlement of the Restricted Stock Unit Award anumber of shares with a Fair Market Value equal to the minimum withholdingobligation, (c) by delivering Common Shares owned by the Participant thatare Mature Shares, or (d) by a combination of any such methods.  For purposes hereof, Common Shares shall bevalued at Fair Market Value.

 

14.                                 **Notice**. Every notice or other communication relating to this Agreement shall bein writing, and shall be mailed to or delivered to the party for whom it isintended at such address as may from time to time be designated by it in anotice mailed or delivered to the other party as herein provided; provided,that, unless and until some other address be so designated, all noticesor communications by the Participant to the Company shall be mailed ordelivered to the Company at its principal Participant office, and all noticesor communications by the Company to the Participant may be given to theParticipant personally or may be mailed to him/her at his/her address asrecorded in the records of the Company.

 

15.                                 **Section 409A**.  Theterms and provisions contained in Section 15(h) of the EmploymentAgreement are incorporated herein by reference.

 

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16.                                 **Severability**. The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement, and each other provision shall be severable and enforceable to theextent permitted by law.

 

17.                                 **Entire Agreement**. This Agreement and the Plan contain the entire agreement between theparties hereto with respect to the subject matter contained herein andsupersede all prior communications, representations and negotiations in respectthereto.  No change, modification orwaiver of any provision of this Agreement shall be valid unless in writing andsigned by the parties hereto.

 

18.                                 **Counterparts**. This Agreement may be signed in counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto wereupon the same instrument.

 

**[signature page follows]**

 

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as ofthe date first set forth above.

 

 
|   | **AVENTINE RENEWABLE ENERGY  HOLDINGS, INC.** |
|--------|-----------------------------------------------|
|   |                                          |   |
|   |                                          |   |
|   | By:                                           | /s/ Gene Davis |
|   | Name:                                         | Gene Davis |
|   | Title:                                        | Chairman of the Board |
|   |                                          |
|   |                                          |
|   | **PARTICIPANT**                               |
|   | ** **                                    |
|   | ** **                                    |
|   | By:                                           | /s/ Thomas Manuel |
|   | Name:                                         | Thomas Manuel |

 

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