**Exhibit 10.12**

** **

**AVENTINE RENEWABLE ENERGY HOLDINGS, INC.**

**2010 EQUITY INCENTIVE PLAN**

**RESTRICTEDSTOCK UNIT AGREEMENT**

** **

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                           (the “***Participant***”), evidences thegrant 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 as a member of the Company’s Board.

#  

# 2.                                       **Restricted Stock UnitsAwarded**.

#  

## (a)                                  The Company hereby awards to theParticipant, in the aggregate,                 restricted Common Share units (“***Restricted Stock Units***”), whichshall be subject to the terms of the Plan and this Agreement.

##  

# (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.

#  

# 3.                                       **Vesting and Settlement**. The Restricted Stock Units shall vestand become non-forfeitable in full on the first anniversary of the Date ofGrant, or if earlier, upon the occurrence of a Change in Control  (the ***“Vesting Date”***);provided, that, the Participant is then a member of the Board.The Company shall issue and deliver to the Participant one Common Share foreach vested Restricted Stock Unit (the ***“RSU Shares”***)(and upon such settlement, the Restricted Stock Units shall cease to becredited to the Account) on the earlier of (x) the sixtieth (60th) day following the termination of the Participant’sBoard service for any reason and (y) the date of a Change in Control (such date,the ***“Settlement Date***”) and upon such settlement the Companyshall enter the Participant’s name as a shareholder of record with respect tothe RSU Shares on the books of the Company.

#  

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 thecash 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.

 

1

----

 

# 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 each RestrictedStock Unit credited to his Account, the Participant has no voting rights withrespect to the Company unless and until such Restricted Stock Unit is settledin RSU Shares pursuant to Section 3 hereof.

#  

# 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.

#  

# 7.                                       **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.

#  

# 8.                                       **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 or otherwisedisposed 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 Shares underlyingthe Restricted Stock Units subject to the Award, other than with respect to theParticipant’s right to receive payment pursuant to Section 4 hereof.

#  

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

#  

# 10.                                 **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.

#  

# 11.                                 **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.

#  

# 12.                                 **Taxes**. Upon settlement of the Award in accordance with Section 3hereof, the Participant shall recognize taxable income in respect of the Awardand the Company shall report such income to the appropriate taxing authoritiesin respect of the Award as it 

 

2

----

 

# determines to be necessary and appropriate.  The Participant shall be responsible forpayment of any taxes due on income in respect of the Award.  For purposes hereof, Common Shares shall bevalued at Fair Market Value.

#  

# 13.                                 **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.

#  

# 14.                                 **Section 409A**. Notwithstanding anything herein to the contrary, this Agreement isintended to be interpreted and applied so that the payments and benefits setforth herein either shall either be exempt from the requirements of Code Section 409A,or shall comply with the requirements of Code Section 409A, and,accordingly, to the maximum extent permitted, this Agreement shall beinterpreted to be exempt from or in compliance with Code Section 409A.  If the Participant notifies the Company (withspecificity as to the reason therefor) that the Participant believes that anyprovision of this Agreement  would causethe Participant to incur any additional tax or interest under Code Section 409Aor the Company independently makes such determination, the Company shall, afterconsulting with the Participant, reform such provision (or award ofcompensation or benefit) to attempt to comply with or be exempt from Code Section 409Athrough good faith modifications to the minimum extent reasonablyappropriate.  To the extent that anyprovision hereof is modified in order to comply with Code Section 409A,such modification shall be made in good faith and shall, to the maximum extentreasonably possible, maintain the original intent and economic benefit toParticipant and the Company without violating the provisions of Section 409A.

#  

# 15.                                 **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.

#  

# 16.                                 **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.

#  

# 17.                                 **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]

 

3

----

 

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

 

 
|   | **AVENTINE RENEWABLE ENERGY  HOLDINGS, INC.** |
|--------|-----------------------------------------------|
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   |
|   |                                          | Name: |   |
|   |                                          | Title: |   |
|   |                                          |
|   |                                          |
|   | **PARTICIPANT**                               |
|   | ** **                                    |
|   | ** **                                    |
|   | By:                                           | ** ** |
|   |                                          | Name: |   |

 

----