Exhibit 10.9


 


EXECUTION COPY


 


AVENTINE RENEWABLE ENERGY HOLDINGS, INC.


2010 EQUITY INCENTIVE PLAN


RESTRICTED
STOCK AWARD AGREEMENT


 


This
Restricted Stock Award Agreement (the “Agreement”)
is made, effective as of the 15th day of March, 2010 (the “Date
of Grant”), by and between Aventine Renewable Energy Holdings, Inc.
(the  “Company”)
and Thomas Manuel (the “Participant”).


 


RECITALS:


 


WHEREAS, the Company has adopted the Aventine
Renewable 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 is
in the best interests of the Company and its shareholders to grant the award of
restricted Common Shares provided for herein (the “Restricted Stock Award”) to the Participant in
recognition of the Participant’s services to the Company, such grant to be
subject to the terms set forth herein.


 


NOW,
THEREFORE, in
consideration for the mutual covenants hereinafter set forth, the parties hereto
agree as follows:


 


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


 


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


 


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


 


4.                                       Vesting.


 


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


 


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(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
restrictions described in Section 3 of this Agreement shall lapse and all
Restricted Stock shall automatically become vested and immediately
nonforfeitable in full.


 


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


 


5.                                       Tax Withholding. In the event
that the Company determines that tax withholding is required with respect to
the Participant, the Participant shall be required to pay to the Company, and
the Company shall have the right to deduct from any compensation paid to the
Participant pursuant to the Plan, the amount of any required withholding taxes
in respect of the Restricted Stock Award and to take such other action as the
Committee deems necessary to satisfy all obligations for the payment of such
withholding and taxes.  The Committee may
permit the Participant to satisfy the withholding liability: (a) in cash, (b) by
having the Company withhold from the number of Common Shares otherwise issuable
or deliverable pursuant to the settlement of the Restricted Stock Award a
number of shares with a Fair Market Value equal to the minimum withholding
obligation, (c) by delivering Common Shares owned by the Participant that
are Mature Shares, or (d) by a combination of any such methods.  For purposes hereof, Common Shares shall be
valued at Fair Market Value.


 


6.                                       Rights as Shareholder;
Dividends.  The Participant shall be the record owner of
the Restricted Shares unless and until such Common Shares are sold or otherwise
disposed of, and as record owner shall be entitled to all rights of a
shareholder of the Company, including, without limitation, voting rights, if
any, 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 are
held in custody.


 


7.                                       Compliance with Laws and
Regulations. The
issuance and transfer of Common Shares shall be subject to compliance by the
Company and the Participant with all applicable requirements of securities laws
and with all applicable requirements of any stock exchange on which the Company’s
Common Shares may be listed at the time of such issuance or transfer.


 


8.                                       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 at any time.


 


9.                                       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 


 


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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


 


10.                                 Bound by Plan. 
By signing this Agreement, the Participant acknowledges that he has
received a copy of the Plan and has had an opportunity to review the Plan and
agrees to be bound by all of the terms and provisions of 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.


 


11.                                 Beneficiary. 
The Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. 
If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate shall be deemed to be the Participant’s
beneficiary.


 


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


 


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


 


14.                                 Adjustments. 
In the event of any adjustment pursuant to Section 12 of the Plan
that would adversely affect the value of the Restricted Stock Award granted
hereunder or cause such Restricted Stock Award to become subject to Section 409A
of the Code, such adjustment may only be made with the Participant’s written
consent, which consent shall not be unreasonably withheld.


 


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


 


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.                                 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.


 


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18.                                 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.


 


19.                                 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 signed this Agreement as of the 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