Exhibit 10.1
AVENTINE RENEWABLE ENERGY
HOLDINGS, INC.
2003 STOCK INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD
AGREEMENT
This Award Agreement (the
“Award Agreement”) is made and entered into as of [ ],
200[7] between Aventine Renewable Energy Holdings, Inc. (the
“Company”) and ______________ (the
“Participant”).
Pursuant to Article 8 of the
Aventine Renewable Energy Holdings, Inc. 2003 Stock Incentive Plan
(the “Plan”), the Company hereby grants to the
Participant Performance Stock Units (the “Award”) on
the terms and conditions as set forth in this Award Agreement and
in the Plan. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Plan.
In accordance with this
grant, and as a condition thereto, the Company and the Participant
agree as follows:
SECTION 1 . Target Award;
Award Period; Date of Grant.
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Target
Award:
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__________Performance Stock
Units (the “Target Award”)
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Award
Period:
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January 1, 2007
through and ending on December 31, 2009 (the “Award
Period”)
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Date of
Grant:
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__________ ,
200[7]
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SECTION 2 . Nature of
Award. The Target Award represents the opportunity to receive a
number of shares of Company common stock, $0.001 par value per
share (the “Shares”), as are earned in accordance with
Section 3 of this Award Agreement as more fully set forth in
Section 4 of this Award Agreement.
SECTION 3 . Determination
of Number of Shares Earned. The number of Shares earned as of
the end of the Award Period, if any, shall be determined as
follows:
[# of Shares = Payout
Percentage x Target Award]
The
“Payout Percentage” shall be determined by the
achievement of Company performance goals with respect to the third
calendar year of the Award Period as set forth and provided in
Schedule A (“ Performance Goals”), with the Payout
Percentage being 50% for “Threshold” performance, 100%
for “Target” performance and [200%] for
“Stretch” performance. The percentage will be prorated
for performance between “Threshold” and
“Stretch”. Performance below Threshold will result in a
Payout Percentage of 0%, with no Shares being
earned by the
Participant hereunder. All determinations regarding whether the
performance goals have been achieved, the Payout Percentage, and
any other matter related to this Section 3 shall be made by the
Committee in its sole and absolute discretion.
SECTION 4 . Settlement of
Performance Stock Units. Subject to Section 5 of this Award
Agreement, Performance Stock Units will be converted into Shares,
in accordance with Section 3 of this Agreement, as soon as
reasonably practicable following the close of the Award Period and
the Committee’s determination of the level of Company
achievement under the Performance Goals.
SECTION 5 . Termination of
Employment.
(a) Unless otherwise
determined by the Committee at the time of termination, if the
Participant’s employment with the Company or a Subsidiary is
terminated by the Company or the Subsidiary for any reason other
than for Cause prior to the end of the Award Period, all
Performance Stock Units will be forfeited upon such termination
with no consideration due to Participant. For the avoidance of
doubt, if a Participant’s employment is terminated for Cause,
all Performance Stock Units will be forfeited upon such termination
with no consideration due to Participant
(b) (i) Except as provided in
Section 5(b)(ii), if the Participant’s employment with the
Company or a Subsidiary is terminated due to his or her death,
Disability or approved retirement (as determined by the Committee
at the time of termination) prior to the end of the Award Period,
the determination of the Payout Percentage for the Award Period
will be made by the Committee at the end of the Award Period in
accordance with Sections 3 and 4 above, and Performance Shares
earned, if any, will be paid based on such Payout Percentage
prorated for the number of full months elapsed from and including
the month in which the Award Period began to and including the
month in which the termination of employment occurs.
(ii) In the event that,
following Participant’s termination by approved retirement
(as determined in Section 5(b)(i) above), Participant breaches any
of the provisions of Section 10, as determined by the Committee,
all of Participant’s rights to any Performance Stock Units
otherwise payable pursuant to Section 5(b)(i) above shall be deemed
immediately forfeited and cancelled in their entirety effective on
the date of such determination without any payment or consideration
being due from the Company.
(c) For purposes of the Plan
and the Award Agreement, a transfer of employment from the Company
to any Subsidiary or vice versa, or from one Subsidiary to another,
shall not be considered a termination of employment.
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SECTION 6. Sale of the
Company. Upon a Sale of the Company, all outstanding
Performance Stock Units shall be converted into restricted Shares
(or any successor security thereto), with same Award period and
Target Performance Goal, as maybe adjusted to reflect such
transaction; provided, however, that in the event such outstanding
Units are not assumed by a successor entity in connection with such
Sale of the Company
