Exhibit 10.3
EXECUTION COPY
AVENTINE RENEWABLE ENERGY HOLDINGS, INC.
2010 EQUITY INCENTIVE PLAN
1.
PURPOSE.
THE PURPOSE OF THE AVENTINE
RENEWABLE ENERGY HOLDINGS, INC. 2010 EQUITY INCENTIVE PLAN IS TO PROVIDE A MEANS
THROUGH WHICH THE COMPANY AND ITS AFFILIATES MAY ATTRACT AND RETAIN KEY
PERSONNEL AND TO PROVIDE A MEANS WHEREBY DIRECTORS, OFFICERS, EMPLOYEES,
CONSULTANTS AND ADVISORS (AND PROSPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
CONSULTANTS AND ADVISORS) OF THE COMPANY AND ITS AFFILIATES CAN ACQUIRE AND
MAINTAIN AN EQUITY INTEREST IN THE COMPANY, OR BE PAID INCENTIVE COMPENSATION,
WHICH MAY (BUT NEED NOT) BE MEASURED BY REFERENCE TO THE VALUE OF COMMON SHARES,
THEREBY STRENGTHENING THEIR COMMITMENT TO THE WELFARE OF THE COMPANY AND ITS
AFFILIATES AND ALIGNING THEIR INTERESTS WITH THOSE OF THE COMPANY'S
SHAREHOLDERS.
2.
DEFINITIONS.
THE FOLLOWING DEFINITIONS
SHALL BE APPLICABLE THROUGHOUT THE PLAN:
(A)
"AFFILIATE" MEANS (I) ANY PERSON OR ENTITY
THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON
CONTROL WITH THE COMPANY AND/OR (II) TO THE EXTENT PROVIDED BY THE COMMITTEE,
ANY PERSON OR ENTITY IN WHICH THE COMPANY HAS A SIGNIFICANT INTEREST.
THE TERM
"CONTROL" (INCLUDING, WITH CORRELATIVE MEANING, THE TERMS "CONTROLLED BY" AND
"UNDER COMMON CONTROL WITH"), AS APPLIED TO ANY PERSON OR ENTITY, MEANS THE
POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE
DIRECTION OF THE MANAGEMENT AND POLICIES OF SUCH PERSON OR ENTITY, WHETHER
THROUGH THE OWNERSHIP OF VOTING OR OTHER SECURITIES, BY CONTRACT OR OTHERWISE.
(B)
"AWARD" MEANS, INDIVIDUALLY OR COLLECTIVELY,
ANY INCENTIVE STOCK OPTION, NONQUALIFIED STOCK OPTION, STOCK APPRECIATION RIGHT,
RESTRICTED STOCK, RESTRICTED STOCK UNIT, STOCK BONUS AWARD, AND PERFORMANCE
COMPENSATION AWARD GRANTED UNDER THE PLAN.
(C)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE
COMPANY.
(D)
"BUSINESS COMBINATION" HAS THE MEANING GIVEN
SUCH TERM IN THE DEFINITION OF "CHANGE IN CONTROL."
(E)
"CAUSE" MEANS, IN THE CASE OF A PARTICULAR
AWARD, UNLESS THE APPLICABLE AWARD AGREEMENT STATES OTHERWISE, (I) THE COMPANY
OR AN AFFILIATE HAVING "CAUSE" TO TERMINATE A PARTICIPANT'S EMPLOYMENT OR
SERVICE, AS DEFINED IN ANY EMPLOYMENT OR CONSULTING AGREEMENT BETWEEN THE
PARTICIPANT AND THE COMPANY OR AN AFFILIATE IN EFFECT AT THE TIME OF SUCH
TERMINATION OR (II) IN THE ABSENCE OF ANY SUCH EMPLOYMENT OR CONSULTING
AGREEMENT (OR THE ABSENCE OF ANY DEFINITION OF "CAUSE" CONTAINED THEREIN),
(A) THE PARTICIPANT'S COMMISSION OF, CONVICTION FOR, PLEA OF GUILTY OR NOLO
CONTENDERE TO A FELONY OR A CRIME INVOLVING MORAL TURPITUDE, OR OTHER MATERIAL
ACT OR OMISSION INVOLVING DISHONESTY OR FRAUD, (B) THE PARTICIPANT'S CONDUCT
THAT RESULTS IN OR IS REASONABLY LIKELY TO RESULT IN HARM TO THE REPUTATION OR
BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATES IN ANY MATERIAL WAY, (C) THE
PARTICIPANT'S FAILURE TO PERFORM DUTIES AS REASONABLY DIRECTED BY THE COMPANY OR
THE PARTICIPANT'S MATERIAL VIOLATION OF ANY RULE, REGULATION, POLICY OR PLAN FOR
THE CONDUCT OF ANY SERVICE PROVIDER TO THE COMPANY OR ITS AFFILIATES OR ITS OR
THEIR BUSINESS (WHICH, IF CURABLE, IS NOT CURED WITHIN 10 DAYS AFTER NOTICE
THEREOF IS PROVIDED