**Exhibit 10.8**

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**EXECUTIONCOPY**

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**AVENTINE RENEWABLE ENERGY HOLDINGS, INC.**

**2010 EQUITY INCENTIVE PLAN**

**STOCK OPTION AGREEMENT**

 

THIS AGREEMENT, made as of this 15th day of March,2010 (the “***Date of Grant***”), by andbetween Aventine Renewable Energy Holdings, Inc. (the “***Company***”) and Ben Borgen (the “***Participant***”).

 

W I T N E S S E T H:

 

WHEREAS, pursuant to the Aventine Renewable EnergyHoldings, Inc. 2010 Equity Incentive Plan (the “***Plan***”),the Company desires to afford the Participant the opportunity to acquire ownershipof the Company’s common shares, $0.001 par value per share (“***Common Shares***”), so that theParticipant may have a direct proprietary interest in the Company’s success.

 

NOW, THEREFORE, in consideration of the covenants andagreements herein contained, the parties hereto hereby agree as follows:

 

# 1.             **Grant of Option**.  Subject to the terms and conditions set forthherein and in the Plan, the Company hereby grants to the Participant the rightand option (the right to purchase any one Common Share hereunder being an “***Option***”) to purchase from theCompany, at a price of $45.60 per share (the “***OptionPrice***”), an aggregate of 51,300 Common Shares (the “***Option Shares***”).  The Options granted hereunder shall expireten (10) years following the Date of Grant.

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# 2.             **Limitation on Exercise of Option**.

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### (a)           Subjectto the terms and conditions set forth herein and the Plan, the Participant willbecome vested in the Options as follows: (i) 8,550 Options will vest andbecome exercisable each of the first two anniversaries of the Date of Grant, (ii) anadditional 8,550 Options will vest and become exercisable on December 31,2012, and (iii) the remaining 25,650 Options will vest and becomeexercisable subject to the attainment of reasonable performance criteria to bedetermined by the Board, and once so determined will be set forth on Annex Ahereto; provided, that, the Participant is then employed by theCompany.

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### (b)           Notwithstandingthe foregoing, in the event that the Participant’s employment with the Companyis terminated (i) by the Company without Cause (as defined in theEmployment Agreement between the Company and the Participant dated as of March 15,2010 (the “***Employment Agreement***”)), or (ii) bythe Participant for Good Reason (as defined in the Employment Agreement), theOptions shall immediately vest and become exercisable in full.

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### (c)           Change in Control. Upon the occurrence of a Change in Control (as defined in the EmploymentAgreement), the Options shall immediately vest and become exercisable in full.

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# 3.             **Post-Termination Exercise Period**.If the Participant’s termination of employment is due to (i) (a) theParticipant’s death, (b) the Participant’s termination by the 

 

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# Company for Disability (as defined in the EmploymentAgreement) or without Cause, or (c) due to the expiration of the Term ofEmployment (as defined in the Employment Agreement), all vested Options thenheld by the Participant shall remain exercisable until the earlier of (x) thefirst anniversary of the Date of Termination (as defined in the EmploymentAgreement) and (y) the expiration of the Option Period, and shallthereafter terminate; or (ii) termination by the Participant with orwithout Good Reason, all vested Options then held by the Participant shallremain exercisable until the earlier of (x) ninety days following the Dateof Termination and (y) the expiration of the Option Period, and shallthereafter terminate.  If the Participant’stermination of employment is for any other reason, all unvested Options (and inthe case of a termination by the Company for Cause, all vested Options) shallterminate on the Date of Termination.

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# 4.             **Method of Exercising Option**.

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### (a)           Paymentof Option Price.  Options, to theextent vested, may be exercised, in whole or in part, by giving written noticeof exercise to the Company specifying the number of Common Shares to bepurchased.  Such notice shall beaccompanied by the payment in full of the aggregate Option Price.  Such payment shall be made: (i) in cashor by check, bank draft or money order payable to the order of the Company, (ii) througha cashless exercise whereby the Company reduces the number of Common Sharesissuable upon exercise with a value equal to the aggregate Option Price andwithholding obligation, (iii) solely to the extent permitted by applicablelaw, if the Common Shares are then traded on an established securities exchangeor system in the United States, through a procedure whereby the Participantdelivers irrevocable instructions to a broker reasonably acceptable to theCommittee to deliver promptly to the Company an amount equal to the aggregateOption Price or (iv) on such other terms and conditions as the Committeemay permit, in its sole discretion.

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### (b)           TaxWithholding.  At the time ofexercise, the Participant shall pay to the Company such amount as the Companydeems necessary to satisfy its obligation, if any, to withhold federal, stateor local income or other taxes incurred by reason of the exercise of Optionsgranted hereunder.  Such payment shall bemade: (i) in cash, (ii) by having the Company withhold from thedelivery of Common Shares for which the Option was exercised that number ofCommon Shares having a Fair Market Value equal to the minimum withholdingobligation, (iii) by delivering Common Shares owned by the holder of theOption that are Mature Shares, or (iv) by a combination of any suchmethods.  For purposes hereof, CommonShares shall be valued at Fair Market Value.

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# 5.             **Issuance of Shares**.  Except as otherwise provided in the Plan, aspromptly as practical after receipt of such written notification of exerciseand full payment of the Option Price and any required income tax withholding,the Company shall issue or transfer to the Participant the number of OptionShares with respect to which Options have been so exercised (less shareswithheld for payment of the Option Price and/or in satisfaction of taxwithholding obligations, if any), and shall deliver to the Participant acertificate or certificates therefor, registered in the Participant’s name.

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# 6.             **Non-Transferability**.  The Options are not transferable by theParticipant otherwise than to a designated beneficiary upon death or by will orthe laws of descent and 

 

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# distribution, and are exercisable during theParticipant’s lifetime only by him/her (or his or her legal representative inthe event of incapacity).  No assignmentor transfer of the Options, or of the rights represented thereby, whethervoluntary or involuntary, by operation of law or otherwise (except to adesignated beneficiary, upon death, by will or the laws of descent anddistribution), shall vest in the assignee or transferee any interest or rightherein whatsoever, but immediately upon such assignment or transfer the Optionsshall terminate and become of no further effect.  Notwithstanding the foregoing, theParticipant may transfer the Options to an Immediate Family Member inaccordance with Section 16(b)(ii) and (iii) of the Plan.

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# 7.             **Call/Sale Participation/Piggy-Back Rights**.  The Options granted hereunder shall besubject to the provisions contained in Section 6 of the EmploymentAgreement, which are incorporated herein by reference.

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# 8.             **Rights as Shareholder**.  The Participant or a transferee of the Optionsshall have no rights as shareholder with respect to any Option Shares until heshall have become the holder of record of such shares, and no adjustment shallbe made for dividends or distributions or other rights in respect of suchOption Shares for which the date on which shareholders of record are determinedfor purposes of paying cash dividends on Common Shares is prior to the dateupon which he/she shall become the holder of record thereof.

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# 9.             **Adjustments**.  The Options granted hereunder shall besubject to adjustment in accordance with Section 12 of the Plan.

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# 10.           **Compliance with Law**.  Notwithstanding any of the provisions hereof,the Participant hereby agrees that he/she will not exercise the Options, andthat the Company will not be obligated to issue or transfer any shares to theParticipant hereunder, if the exercise hereof or the issuance or transfer ofsuch shares shall constitute a violation by the Participant or the Company ofany provisions of any law or regulation of any governmental authority.  Any determination in this connection by theCommittee shall be final, binding and conclusive.

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# 11.           **Notice**.  Every notice or other communication relatingto this Agreement shall be in writing, and shall be mailed to or delivered tothe party for whom it is intended at such address as may from time to time bedesignated by it in a notice mailed or delivered to the other party as hereinprovided; provided, that, unless and until some other address beso designated, all notices or communications by the Participant to the Companyshall be mailed or delivered to the Company at its principal executive office,and all notices or communications by the Company to the Participant may begiven to the Participant personally or may be mailed to him at his address asrecorded in the records of the Company.

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# 12.           **Non-Qualified Stock Options**.  The Options granted hereunder are notintended to be incentive stock options within the meaning of Section 422of the Code.

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# 13.           **Binding Effect**.  Subject to Section 6 hereof, thisAgreement shall be binding upon the heirs, executors, administrators andsuccessors of the parties hereto.

 

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# 14.           **Governing Law**.  This Agreement shall be construed andinterpreted in accordance with the laws of the State of New York without regardto its conflict of law principles.

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# 15.           **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.  All capitalized terms notdefined herein shall have the meaning ascribed to them as set forth in the Plan.  Notwithstanding anything herein or in thePlan to the contrary, the provisions of Section 15 of the Plan shall notapply to the Participant.

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# 16.           **Interpretation**. Any disputeregarding the interpretation of this Agreement shall be submitted by the Participantor the Company to the Committee for review. The resolution of such a dispute by the Committee shall be binding onthe Company and the Participant.

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# 17.           **No Right to ContinuedEmployment**.  Nothing inthis Agreement shall be deemed by implication or otherwise to impose anylimitation on any right of the Company to terminate the Participant’semployment.

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# 18.           **Severability**.  Every provision of thisAgreement is intended to be severable and any illegal or invalid term shall notaffect the validity or legality of the remaining terms.

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# 19.           **Headings**.  The headings of the Sections hereof areprovided for convenience only and are not to serve as a basis forinterpretation of construction, and shall not constitute a part of thisAgreement.

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# 20.           **Signature in Counterparts**. This Agreement may be signed in counterparts, eachof which shall be deemed an original, with the same effect as if the signaturesthereto and hereto were upon the same instrument

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**[signaturepage follows]**

 

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the date firstset forth above.

 

 
|   | **AVENTINE RENEWABLE ENERGY HOLDINGS, INC.** |
|--------|----------------------------------------------|
|   | ** **                                   |
|   |                                         |   |
|   | By:                                          |   |
|   | Name: Tom Manuel                             |
|   | Title: Chief Executive Officer               |
|   |                                         |   |
|   |                                         |   |
|   | **PARTICIPANT**                              |
|   | ** **                                   |   |
|   | ** **                                   |   |
|   | By:                                          |   |
|   | Name: Ben Borgen                             |

 

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**ANNEX A**

 

**[PERFORMANCE CRITERIA]**

 

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