Exhibit 10.8


 


EXECUTION
COPY


 


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 and
between 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 Energy
Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”),
the Company desires to afford the Participant the opportunity to acquire ownership
of the Company’s common shares, $0.001 par value per share (“Common Shares”), so that the
Participant may have a direct proprietary interest in the Company’s success.


 


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


 


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


 


2.             Limitation on Exercise of Option.


 


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


 


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


 


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


 


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


 


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


 


4.             Method of Exercising Option.


 


(a)           Payment
of Option Price.  Options, to the
extent vested, may be exercised, in whole or in part, by giving written notice
of exercise to the Company specifying the number of Common Shares to be
purchased.  Such notice shall be
accompanied by the payment in full of the aggregate Option Price.  Such payment shall be made: (i) in cash
or by check, bank draft or money order payable to the order of the Company, (ii) through
a cashless exercise whereby the Company reduces the number of Common Shares
issuable upon exercise with a value equal to the aggregate Option Price and
withholding obligation, (iii) solely to the extent permitted by applicable
law, if the Common Shares are then traded on an established securities exchange
or system in the United States, through a procedure whereby the Participant
delivers irrevocable instructions to a broker reasonably acceptable to the
Committee to deliver promptly to the Company an amount equal to the aggregate
Option Price or (iv) on such other terms and conditions as the Committee
may permit, in its sole discretion.


 


(b)           Tax
Withholding.  At the time of
exercise, the Participant shall pay to the Company such amount as the Company
deems necessary to satisfy its obligation, if any, to withhold federal, state
or local income or other taxes incurred by reason of the exercise of Options
granted hereunder.  Such payment shall be
made: (i) in cash, (ii) by having the Company withhold from the
delivery of Common Shares for which the Option was exercised that number of
Common Shares having a Fair Market Value equal to the minimum withholding
obligation, (iii) by delivering Common Shares owned by the holder of the
Option that are Mature Shares, or (iv) by a combination of any such
methods.  For purposes hereof, Common
Shares shall be valued at Fair Market Value.


 


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


 


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


 


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


 


7.             Call/Sale Participation/Piggy-Back Rights.  The Options granted hereunder shall be
subject to the provisions contained in Section 6 of the Employment
Agreement, which are incorporated herein by reference.


 


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


 


9.             Adjustments.  The Options granted hereunder shall be
subject to adjustment in accordance with Section 12 of the Plan.


 


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


 


11.           Notice.  Every notice or other communication relating
to this Agreement shall be in writing, and shall be mailed to or delivered to
the party for whom it is intended at such address as may from time to time be
designated by it in a notice mailed or delivered to the other party as herein
provided; provided, that, unless and until some other address be
so designated, all notices or communications by the Participant to the Company
shall be mailed or delivered to the Company at its principal executive office,
and all notices or communications by the Company to the Participant may be
given to the Participant personally or may be mailed to him at his address as
recorded in the records of the Company.


 


12.           Non-Qualified Stock Options.  The Options granted hereunder are not
intended to be incentive stock options within the meaning of Section 422
of the Code.


 


13.           Binding Effect.  Subject to Section 6 hereof, this
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.


 


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14.           Governing Law.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of New York without regard
to its conflict of law principles.


 


15.           Plan.  The terms and provisions of the Plan are
incorporated herein by reference, and the Participant hereby acknowledges
receiving a copy of the Plan.  In the
event of a conflict or inconsistency between the terms and provisions of the
Plan and the provisions of this Agreement, this Agreement shall govern and
control.  All capitalized terms not
defined herein shall have the meaning ascribed to them as set forth in the Plan.  Notwithstanding anything herein or in the
Plan to the contrary, the provisions of Section 15 of the Plan shall not
apply to the Participant.


 


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


 


17.           No Right to Continued
Employment.  Nothing in
this Agreement shall be deemed by implication or otherwise to impose any
limitation on any right of the Company to terminate the Participant’s
employment.


 


18.           Severability.  Every provision of this
Agreement is intended to be severable and any illegal or invalid term shall not
affect the validity or legality of the remaining terms.


 


19.           Headings.  The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation of construction, and shall not constitute a part of this
Agreement.


 


20.           Signature in Counterparts. This Agreement may be signed in counterparts, each
of which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument


 


[signature
page follows]


 


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


 


 


	
   

  	
  AVENTINE RENEWABLE ENERGY HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Tom Manuel

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Ben Borgen

  



 

















 


ANNEX A


 


[PERFORMANCE CRITERIA]