**Exhibit 10.9**

 

EXECUTION COPY

 

**AVENTINE RENEWABLE ENERGY HOLDINGS, INC.**

**2010 EQUITY INCENTIVE PLAN**

**RESTRICTEDSTOCK AWARD AGREEMENT**

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ThisRestricted Stock Award Agreement (the “***Agreement***”)is made, 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***”).

 

**RECITALS:**

 

**WHEREAS**, the Company has adopted the AventineRenewable Energy Holdings, Inc. (the *“**Plan**”*)pursuant to which awards of restricted common shares of the Company (***“Common Shares”***) may be granted; and

 

**WHEREAS**, the Committee has determined that it isin the best interests of the Company and its shareholders to grant the award ofrestricted Common Shares provided for herein (the *“**Restricted Stock Award**”*) to the Participant inrecognition of the Participant’s services to the Company, such grant to besubject to the terms set forth herein.

 

**NOW,THEREFORE,** inconsideration for the mutual covenants hereinafter set forth, the parties heretoagree as follows:

 

# 1.                                       **Grant of Restricted StockAward****. **Pursuant to Section 9 of the****Plan,the Company hereby issues to the Participant on the Date of Grant a RestrictedStock Award consisting of, in the aggregate, 42,750 Common Shares in thecapital of the Company (hereinafter called the “***RestrictedStock***”).

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# 2.                                       **Incorporation by Reference**. The provisions of the Plan are hereby incorporated herein byreference.  Except as otherwise expresslyset forth herein, this Agreement shall be construed in accordance with theprovisions of the Plan and any capitalized terms not otherwise defined in thisAgreement shall have the definitions set forth in the Plan.

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# 3.                                       **Restrictions**. Except as provided in the Plan or this Agreement, the restrictions onthe Restricted Stock are that the Participant may not sell, assign, transfer,hypothecate, pledge or otherwise alienate the Restricted Stock.

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# 4.                                       **Vesting****.**

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## (a)                                  The restrictions described in Section 3of this Agreement will lapse with respect to (i) 50% of the Restricted Stockon the Date of Grant and (ii) 50% on the first anniversary of the Date ofGrant; provided, that, the Participant is then employed by theCompany.  Except as set forth in Section 4(b),any unvested Restricted Stock shall be forfeited without consideration upon thetermination of the Participant’s employment for any reason.

 

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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 the Employment Agreement between theCompany 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), therestrictions described in Section 3 of this Agreement shall lapse and allRestricted Stock shall automatically become vested and immediatelynonforfeitable in full.

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## (c)                                  Change inControl.  Upon the occurrence of a Change in Control(as defined in the Employment Agreement), the restrictions described in Section 3of this Agreement shall lapse and all Restricted Stock shall automaticallybecome vested and immediately nonforfeitable in full.

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# 5.                                       **Tax Withholding****.** In the eventthat the Company determines that tax withholding is required with respect tothe Participant, the Participant shall be required to pay to the Company, andthe Company shall have the right to deduct from any compensation paid to theParticipant pursuant to the Plan, the amount of any required withholding taxesin respect of the Restricted Stock Award and to take such other action as theCommittee deems necessary to satisfy all obligations for the payment of suchwithholding and taxes.  The Committee maypermit the Participant to satisfy the withholding liability: (a) in cash, (b) byhaving the Company withhold from the number of Common Shares otherwise issuableor deliverable pursuant to the settlement of the Restricted Stock 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.

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# 6.                                       **Rights as Shareholder;Dividends**.  The Participant shall be the record owner ofthe Restricted Shares unless and until such Common Shares are sold or otherwisedisposed of, and as record owner shall be entitled to all rights of ashareholder of the Company, including, without limitation, voting rights, ifany, with respect to the Restricted Shares and the right to receive dividends,if any, at the time paid to other stockholders, while the Restricted Shares areheld in custody.

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# 7.                                       **Compliance with Laws andRegulations****.** Theissuance and transfer of Common Shares shall be subject to compliance by theCompany and the Participant with all applicable requirements of securities lawsand with all applicable requirements of any stock exchange on which the Company’sCommon Shares may be listed at the time of such issuance or transfer.

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# 8.                                       **No Right to ContinuedEmployment**.  Nothing in this Agreementshall be deemed by implication or otherwise to impose any limitation on anyright of the Company to terminate the Participant’s employment at any time.

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# 9.                                       **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 

 

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# the other party as herein provided; provided, that,unless and until some other address be so designated, all notices orcommunications by the Participant to the Company shall be mailed or delivered tothe Company at its principal executive office, and all notices orcommunications by the Company to the Participant may be given to theParticipant personally or may be mailed to him at his address as recorded inthe records of the Company

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# 10.                                 **Bound by Plan**. By signing this Agreement, the Participant acknowledges that he hasreceived a copy of the Plan and has had an opportunity to review the Plan andagrees to be bound by all of the terms and provisions of 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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# 11.                                 **Beneficiary**. The Participant may file with the Committee a written designation of abeneficiary on such form as may be prescribed by the Committee and may, fromtime to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor oradministrator of the Participant’s estate shall be deemed to be the Participant’sbeneficiary.

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# 12.                                 **Successors**. The terms of this Agreement shall be binding upon and inure to thebenefit of the Company, its successors and assigns, and on the Participant andthe beneficiaries, executors and administrators, heirs and successors of theParticipant.

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# 13.                                 **Amendment of RestrictedStock Award**.  Subject to Section 14 of this Agreement,the Committee at any time and from time to time may amend the terms of thisRestricted Stock Award; provided, however, the Participant’srights under this Restricted Stock Award shall not be adversely affected by anysuch amendment without the Participant’s consent.

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# 14.                                 **Adjustments**. In the event of any adjustment pursuant to Section 12 of the Planthat would adversely affect the value of the Restricted Stock Award grantedhereunder or cause such Restricted Stock Award to become subject to Section 409Aof the Code, such adjustment may only be made with the Participant’s writtenconsent, which consent shall not be unreasonably withheld.

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# 15.                                 **Governing Law;Modification**.  This Agreement shall be governed by the lawsof the state of New York without regard to the conflict of law principles.  The Agreement may not be modified except inwriting signed by both parties.

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# 16.                                 **Interpretation**. Any dispute regarding the interpretation of this Agreement shall besubmitted by the Participant or the Company to the Committee for review.  The resolution of such a dispute by theCommittee shall be binding on the Company and the Participant.

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# 17.                                 **Severability**. Every provision of this Agreement is intended to be severable and anyillegal or invalid term shall not affect the validity or legality of theremaining terms.

 

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# 18.                                 **Headings**. The headings of the Sections hereof are provided for convenience onlyand are not to serve as a basis for interpretation of construction, and shallnot constitute a part of this Agreement.

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# 19.                                 **Signature in Counterparts**. This Agreement may be signed in counterparts, each of which shall bedeemed an original, with the same effect as if the signatures thereto andhereto were upon the same instrument.

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**[signature page follows]**

 

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INWITNESS WHEREOF, the parties hereto have signed this Agreement as of the datefirst 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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