SYNTROLEUM CORPORATION 2005 STOCK INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.65

SYNTROLEUM CORPORATION
2005 STOCK INCENTIVE PLAN
EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT (“Agreement”), made as of the 19^th day of March 2007 (the “Grant Date”), evidences an award by Syntroleum Corporation, a Delaware corporation (the “Company”) to John B. Holmes, Jr. (the “Grantee”) pursuant to the 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan.

1) Grant of Restricted Stock Award. Effective as of the Grant Date, pursuant to Section 8 of the Plan, the Company has awarded to the Grantee a Restricted Stock Award with respect to two-hundred thousand (200,000) shares of Common Stock, subject to the conditions and restrictions set forth below and in the Plan (the “Restricted Stock”).

2) Restrictions. The Restricted Stock granted hereunder to the Grantee may not be sold, assigned, transferred, pledged or otherwise encumbered from the Grant Date until the date that the Grantee obtains a vested right to the shares (and the restrictions thereon terminate) in accordance with the provisions of this Section 2. Provided that the Grantee has been in continuous service as an employee since the Grant Date as of the date the relevant portion of the Restricted Shares are scheduled to vest, the Grantee shall have a vested right to a number of shares, as described below, out of the Restricted Stock grant described in Section 1, above, upon the completion of each of the following events, as determined by the Committee in its discretion:

a.) 100,000 of such shares to vest upon execution of a definitive agreement with Tyson Foods, Inc. or one of its subsidiaries and

b.) 100,000 of such shares to vest upon execution of a definitive agreement with China Petroleum & Chemical Corporation or one of its subsidiaries (“Sinopec”); and

Notwithstanding the foregoing:

a.

Grantee shall have a vested right to all of the Restricted Stock upon a termination of Grantee’s service as an employee due to death or disability as a result of injury or illness in the course and scope of his employment with the Company; and

b.

Grantee shall have a vested right to all of the Restricted Stock upon a Change in Control; and

c.

Grantee shall have a vested right to all of the Restricted Stock upon a termination of Grantee’s service as an employee by Grantee for Good Reason.

“Good Reason” shall be defined as:

(a) the assignment to the Grantee of any duties materially inconsistent in any respect with the Grantee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Paragraph 1 of his Employment Agreement (“the Employment Agreement”), or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Grantee;

(b) any material failure by the Company to comply with any of the provisions of the Employment Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Grantee;

(c) the Company’s requiring the Grantee to be based at any office outside the Tulsa metropolitan area;

(d) any purported termination by the Company of the Grantee’s employment otherwise than as expressly permitted by the Employment Agreement; or

(e) any failure to reelect Employee as a member of the Board of Directors of the Company.

To the extent any of the shares of Restricted Stock have not vested as of March 16, 2017, such unvested shares shall be forfeited.

The period of time between the Grant Date and the date that the Grantee obtains a vested right to the Restricted Stock shall be referred to herein as the “Restricted Period” as to those shares. In the event that any day on which the Grantee would otherwise obtain a vested right to the Restricted Stock is a Saturday, Sunday or holiday, the Grantee shall instead obtain that vested right on the first business day immediately following such date. Authorized leaves of absence from the Company shall not constitute a termination of employment for purposes of this Agreement. For purposes of this Agreement, an authorized leave of absence shall be an absence while Grantee is on military leave, sick leave, or other bona fide leave of absence so long as Grantee’s right to employment with the Company is guaranteed by statute, contract, or company policy. Whether the Grantee’s employment terminates due to “disability” or “retirement” for purposes of this Agreement will be determined by the Nominating and Compensation Committee of the Company’s Board of Directors (the “Committee”) in its discretion.

3) Forfeiture. If Grantee’s employment terminates under circumstances other than those provided in Section 2 prior to all or a portion of the Restricted Stock having become vested pursuant to the provisions of Section 2, the Grantee shall forfeit all right to the Restricted Stock which has not yet vested as of the date of termination of employment. Such forfeiture shall apply to Beneficiaries (as defined below) as well as the Grantee.

4) Share Issuance. The Company will issue to Grantee stock certificates evidencing the shares of Restricted Stock, which certificates will be registered in the name of Grantee and will bear an appropriate legend referring to the terms, conditions, and restrictions applicable to the Restricted Stock, substantially in the following form:

The transferability of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained in the Employee Restricted Stock Award Agreement, effective as of March 19^th, 2007, between Syntroleum Corporation and the registered owner hereof. Copies of such Agreement are on file in the o