8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 Or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 27, 2007

AVENTINE RENEWABLE ENERGY HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-32922	05-0569368
(Commission File Number)	(IRS Employer Identification No.)
1300 S. Second St. Pekin, IL	61555
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (309) 347-9200

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

     Aventine Renewable Energy Holdings, Inc. (the “Company”) is filing this Current Report on Form 8-K for purposes of filing with the Commission the following forms of award agreements under its 2003 Stock Incentive Plan (filed as exhibits herewith and incorporated herein):

• Form of Performance Stock Unit Award Agreement
  
  
• Form of Stock Option Agreement
  
  
• Form of Restricted Stock Agreement
  
  
• Form of Non-Employee Director Restricted Stock Unit Award Agreement

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
10.1	Form of Performance Stock Unit Award Agreement (2003 Stock Incentive Plan)
10.2	Form of Stock Option Agreement (2003 Stock Incentive Plan)
10.3	Form of Restricted Stock Agreement (2003 Stock Incentive Plan)
10.4	Form of Non-Employee Director Restricted Stock Unit Award Agreement (2003 Stock Incentive Plan)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Aventine Renewable Energy Holdings, Inc.
Date:	February 27, 2007	By:
			Name:	William J. Brennan
			Title:	Chief Accounting and Compliance Officer

EXHIBIT INDEX
Exhibit No.	Description
10.1	Form of Performance Stock Unit Award Agreement (2003 Stock Incentive Plan)
10.2	Form of Stock Option Agreement (2003 Stock Incentive Plan)
10.3	Form of Restricted Stock Agreement (2003 Stock Incentive Plan)
10.4	Form of Non-Employee Director Restricted Stock Unit Award Agreement (2003 Stock Incentive Plan)

EX-10.1

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.

Target Award:	__________Performance Stock Units (the “Target Award”)
Award Period:	January 1, 2007 through and ending on December 31, 2009 (the “Award Period”)
Date of Grant:	__________ , 200[7]

     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 or in the event Participant’s employment is terminated without Cause within the 24-month period beginning on the effective date of the Sale of the Company, as of the effective date of such termination the Award Period shall be deemed completed in full, the Target performance goal shall be deemed to have been attained and such Shares shall be fully vested and transferable.

     SECTION 7. Tax Withholding. The Participant acknowledges that this Award is subject to Article 11 of the Plan, and that Participant’s tax obligations will be satisfied by the Company withholding a sufficient number of Shares that otherwise would be released to Participant upon settlement of the Award based on the Fair Market Value of the Shares, determined as of the date when the taxes otherwise would have been withheld in cash.

     SECTION 8. Rights As A Shareholder. The Participant shall have no rights as shareholder with respect to any Shares underlying the Award until and unless a Share certificate is issued to the Participant upon payment with respect to the Award.

     SECTION 9. Transferability. The Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate Shares underlying the Award, other than as permitted under the terms of the Plan.

     SECTION 10. Confidentiality And Non-competition. As a condition to the receipt of this Award, the Participant agrees that:

     (a) From the date hereof until the first anniversary of the date on which the Participant’s employment or service with the Company is terminated for any reason, the Participant shall not, directly or indirectly, on his or her own account or as an employee, consultant, independent contractor, partner, owner, officer, director or stockholder, engage in, be connected with, have any interest in, or aid or assist anyone else to engage in, be connected with, or have any interest in, a Business, as such term is defined below; provided that the Participant may purchase securities in any corporation whose securities are listed or traded on a national securities exchange or in an over-the-counter securities market if such purchases do not result in the Participant beneficially owning, directly or indirectly, at any time, the lesser of (i) 1% or more of the equity securities of any such corporation or (ii) equity securities of any such corporation having a fair market value of $1,000,000 or more. As used herein “Business” means the business of producing, marketing, purchasing, selling, reselling and distributing

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ethanol and related bio-products and co-products (and incidental related activities) in the United States.

     (b) From the date hereof until the first anniversary of the date on which the Participant’s employment or service with the Company is terminated for any reason, the Participant shall not, directly or indirectly, (i) induce or attempt to induce any employee, officer or consultant of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee, officer or consultant thereof, (ii) hire directly or through another entity any person who was an employee of the Company or any of its Subsidiaries at any time during the twelve months prior to the date such person is to be so hired, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries (including making any negative statements or communications concerning the Company or any of its Subsidiaries).

     (c) During the Participant’s employment or service with the Company and at all times and after the termination of the Participant’s employment or service with the Company, the Participant shall not disclose or use for the Participant’s own benefit or purposes or the benefit or purposes of any Person other than the Company, any trade secrets or other confidential information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company generally; provided that the foregoing shall not apply to information which is required by law to be disclosed, or to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of the Participant’s breach of this covenant.

     (d) The terms of this Section 10 are reasonable and necessary in light of the Participant’s position with the Company and responsibility and knowledge of the operations of the Company and its Subsidiaries and are not more restrictive than necessary to protect the legitimate interests of the parties hereto. In addition, any breach of the covenants contained in this Section 10 would cause irreparable harm to the Company, its Subsidiaries and Affiliates and there would be no adequate remedy at law or in damages to compensate the Company, its Subsidiaries and Affiliates for any such breach.

     SECTION 11. Notices. Any notice under this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and

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addressed, in the case of the Company, at its principal office located at 1300 S. Second Street, Pekin, Illinois 61555, or if the Company should move its principal office, to such other principal office, and, in the case of the Participant, to his or her last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.

     SECTION 12. Governing Law and Severability. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without application of the conflict of law principles thereof.

     SECTION 13. Interpretation. The Participant accepts this Award subject to all the terms and provisions of the Plan, which shall control in the event of any conflict between any provision of the Plan and this Award Agreement, and accepts as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan and/or this Award Agreement. The Participant acknowledges receiving a copy of the Plan.

     SECTION 14. No Rights to Continued Employment. This Award Agreement is not a contract of employment. Nothing in the Plan or in this Award Agreement shall interfere with or limit in any way the right of the Company or any subsidiary to terminate the Participant’s employment at any time, for any reason or no reason, or confer upon the Participant the right to continue in the employ of the Company or a subsidiary.

     SECTION 15. Sections and Headings. All section references in this Award Agreement are to sections hereof for convenience of reference only and are not to affect the meaning of any provision of this Award Agreement.

     SECTION 16. Counterparts. This Award Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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     IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be duly executed as of the date first written above.

AVENTINE RENEWABLE ENERGY          HOLDINGS, INC.
By:
	Name:
	Title:
PARTICIPANT
By:
	Name:
	Title:

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Schedule A
Performance Goals

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EX-10.2

Exhibit 10.2

AWARD AGREEMENT
Under the Aventine Renewable Energy Holdings, Inc.
2003 Stock Incentive Plan

     THIS AWARD AGREEMENT (the “Award Agreement”) is made and entered into as of ____________ __, 20__ between Aventine Renewable Energy Holdings, Inc. (the “Company”) and [_________________] (the “Optionee”).

     Pursuant to Article 6 of the Aventine Renewable Energy Holdings, Inc. 2003 Stock Incentive Plan (the “Plan”), the Company hereby grants to the Optionee an option (the “Option”) to purchase Shares on the terms and conditions as set forth in this Award Agreement and in the Plan. Capitalized terms not otherwise defined herein have the meanings set forth in the Plan.

     In accordance with this grant, and as a condition thereto, the Company and the Optionee agree as follows:

     SECTION 1. Exercise Price; Number Of Shares; Date Of Grant; Vesting Schedule. The Option is a nonqualified option under the Code and has the following terms and conditions:

Exercise Price	$[                ]
Number of Shares	[________]
Subject to the Option
Grant Date	___________ __, 20__
Vesting Schedule

     SECTION 2. Term and Exercise Schedule. This Option shall not be exercisable to any extent after the tenth anniversary of the Grant Date (the “Expiration Date”). Subject to the terms and conditions of this Award Agreement and the Plan, the Optionee shall be entitled to exercise the Option prior to the Expiration Date and to purchase Shares hereunder in accordance with the vesting schedule set forth in Section 1 above. The right to exercise this Option shall be cumulative so that to the extent this Option is not exercised when it becomes initially exercisable with respect to any Shares, it shall be exercisable with respect to such Shares at any time thereafter as provided herein and in the Plan until the Expiration Date and any Shares subject to this Option which have not then been purchased may not, thereafter, be purchased hereunder. A Share shall be considered to have been purchased on or before the Expiration Date if the Company has been given notice of the purchase pursuant to Sections 3 and 8, and

the Company has actually received payment for the Share on or before the Expiration Date.

     SECTION 3. Notice of Exercise, Payment and Certificate. Exercise of this Option, in whole or in part, shall be by delivery of a written notice to the Company as provided in Section 8 which specifies the number of Shares being purchased and is accompanied by payment therefor in cash, or such other consideration as may be permitted by the Company. Promptly after receipt of such notice and the Exercise Price with respect to the Option (or portion thereof) to be exercised (or adequate provision therefor, in the Company’s sole discretion), the Company shall deliver to the Optionee the number of Shares purchased. Shares to be issued upon the exercise of this Option may be either authorized and unissued Shares or Shares which have been reacquired by the Company.

     SECTION 4. Termination of Employment. This Option may be exercised only while the Optionee is employed (as an employee or an officer) by the Company or is otherwise performing services for the Company (as a director or consultant), except as follows:

     (a) Death or Disability. If the Optionee’s employment or service with the Company terminates due to his or her death or Disability, the Optionee (or his representative or successor) shall have the right to exercise this Option, to the extent that the Optionee was entitled to do so on the date of termination of his or her employment or service, for a period which ends not later than the earlier of (i) one year after such termination and (ii) the Expiration Date.

     (b) Termination with Cause. If the Optionee’s employment or service with the Company is terminated by the Company for Cause, this Option shall be deemed immediately forfeited and cancelled in its entirety upon such termination of employment or service without any payment or consideration being due from the Company.

     (c) Other Terminations. In the case of any termination of employment or service other than as set forth above, the Optionee shall have the right to exercise this Option, to the extent that the Optionee was entitled to do so on the date of termination of his or her employment or service, for a period which ends not later than the earlier of (i) ninety (90) days after such termination and (ii) the Expiration Date.

     For purposes of this Award Agreement, employment by a Subsidiary of the Company shall be deemed to be employment by the Company.

     SECTION 5. Confidentiality and Non-competition. As a condition to the receipt of the Option, the Optionee agrees that:

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     (a) From the date hereof until the first anniversary of the date on which the Optionee’s employment or service with the Company is terminated for any reason, the Optionee shall not, directly or indirectly, on his or her own account or as an employee, consultant, independent contractor, partner, owner, officer, director or stockholder, engage in, be connected with, have any interest in, or aid or assist anyone else to engage in, be connected with, or have any interest in, a Business, as such term is defined below; provided that the Optionee may purchase securities in any corporation whose securities are listed or traded on a national securities exchange or in an over-the-counter securities market if such purchases do not result in the Optionee beneficially owning, directly or indirectly, at any time, the lesser of (i) 1% or more of the equity securities of any such corporation or (ii) equity securities of any such corporation having a fair market value of $250,000 or more. As used herein “Business” means the business of producing, marketing, purchasing, selling, reselling and distributing ethanol and related bio-products and co-products (and incidental related activities) in the midwestern United States, with respect to production activities, and throughout the United States, with respect to all other activities.

     (b) From the date hereof until the first anniversary of the date on which the Optionee’s employment or service with the Company is terminated for any reason, the Optionee shall not, directly or indirectly, (i) induce or attempt to induce any employee, officer or consultant of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee, officer or consultant thereof, (ii) hire directly or through another entity any person who was an employee of the Company or any of its Subsidiaries at any time during the twelve months prior to the date such person is to be so hired, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries (including making any negative statements or communications concerning the Company or any of its Subsidiaries).

     (c) During the Optionee’s employment or service with the Company and at all times and after the termination of the Optionee’s employment or service with the Company, the Optionee shall not disclose or use for the Optionee’s own benefit or purposes or the benefit or purposes of any Person other than the Company, any trade secrets or other confidential information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company generally; provided that the foregoing shall not apply to information which is required by law to be disclosed, or to information which is not unique to the Company or

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which is generally known to the industry or the public other than as a result of the Optionee’s breach of this covenant.

     (d) The terms of this Section 5 are reasonable and necessary in light of the Optionee’s position with the Company and responsibility and knowledge of the operations of the Company and its Subsidiaries and are not more restrictive than necessary to protect the legitimate interests of the parties hereto. In addition, any breach of the covenants contained in this Section 5 would cause irreparable harm to the Company, its Subsidiaries and Affiliates and there would be no adequate remedy at law or in damages to compensate the Company, its Subsidiaries and Affiliates for any such breach.

     SECTION 6. Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without application of the conflict of law principles thereof.

     SECTION 7. Interpretation. The Optionee accepts this Option subject to all the terms and provisions of the Plan, which shall control in the event of any conflict between any provision of the Plan and this Award Agreement, and accepts as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan and/or this Award Agreement. The Optionee acknowledges receiving a copy of the Plan.

     SECTION 8. Notices. Any notice under this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, at its principal office located at 1300 S. Second Street, Pekin, Illinois 61555, or if the Company should move its principal office, to such other principal office, and, in the case of the Optionee, to his or her last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.

     SECTION 9. Sections and Headings. All section references in this Award Agreement are to sections hereof for convenience of reference only and are not to affect the meaning of any provision of this Award Agreement.

     SECTION 10. Tax Withholding. The Optionee acknowledges that this Option is subject to Article 11 of the Plan, and the Company is entitled to take any actions necessary to satisfy its tax withholding obligations.

     SECTION 11. Counterparts. This Award Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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     IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be duly executed as of the date first above written.

AVENTINE RENEWABLE ENERGY          HOLDINGS, INC.
By:
	Name:
	Title:

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EX-10.3

Exhibit 10.3

RESTRICTED STOCK AWARD AGREEMENT

Under the Aventine Renewable Holdings, Inc.
2003 Stock Incentive Plan

     Unless defined in this Restricted Stock Award Agreement (the “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Aventine Renewable Holdings, Inc. 2003 Stock Incentive Plan (the “Plan”).

     Pursuant to Article 7 of the Plan, you (or “Participant”) have been granted an Award of Restricted Stock (the “Restricted Shares”) on the following terms and subject to the provisions of the Plan, which are incorporated herein by reference. In the event of a conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan will govern.

Participant:	[______________]
Total Number of Restricted Shares
Granted:	________ Shares
Grant Date: Vesting Schedule:	____________ __, 2007 20% of the Restricted Shares will vest on each of the first five anniversaries of the Grant Date, subject to your being an active employee of the Company on each such vesting date; provided that in the event of, and upon, a Sale of the Company, this Award shall vest in full and be free of restrictions; and provided further that in the event of, and upon, a termination of your employment by the Company other than for Cause, including any termination as a result of death or Disability, this Award shall vest in full and be free of restrictions. Upon any termination of service other than set forth above, at the time of such termination, you will forfeit all of your then Restricted Shares without any consideration due to you.
Governing Law:	This Award Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without application of conflict of law principles thereof.

     By your signature, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and agree that this Award is granted under and governed by the terms and conditions of the Plan. In addition, you acknowledge that you are subject to the Company’s senior executive stock ownership policy, as such policy may be amended from time to time.

PARTICIPANT	AVENTINE RENEWABLE ENERGY HOLDINGS, INC.
	By:
	Title:
Date:	Date:

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EX-10.4

Exhibit 10.4

     NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AWARD AGREEMENT

Under the Aventine Renewable Holdings, Inc.
2003 Stock Incentive Plan

     Unless defined in this Restricted Stock Unit Award Agreement (the “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Aventine Renewable Holdings, Inc. 2003 Stock Incentive Plan (the “Plan”).

     Pursuant to Article 7 of the Plan, you (or “Participant”) have been granted an Award of Restricted Stock Units (the “RSUs”) on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference. Each RSU represents a right to receive one Share. In the event of a conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan will govern.

Participant:
Total Number of RSUs
Granted:	________ RSUs
Grant Date:
Vesting Schedule:	100% of the RSUs will vest on [insert date that is the first anniversary of the date of grant]; subject to your being an active member of the Board on such vesting date; provided, however that in the event of, and upon, a Sale of the Company, this Award shall vest in full and be free of restrictions; and provided further that in the event of, and upon, a termination of your service as a member of the Board due to your death or Disability or for any other reason other than a voluntary resignation, this Award shall vest in full and be free of restrictions. Upon any termination of service other than set forth above, at the time of such termination, you will forfeit all of your RSUs without any consideration due to you.
Settlement:	Except to the extent that you have made a timely election to defer the receipt of Shares upon vesting of this Award pursuant to such rules as have been established by the Committee (if so established), the Company shall deliver to you Shares underlying the RSUs that vest in accordance with this Award Agreement as soon as practicable following the vesting date set forth above. You will have no

	rights of a shareholder with respect to the RSUs until such Shares have been delivered to you.
Governing Law:	This Award Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without application of conflict of law principles thereof.

     By your signature, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and agree that this Award is granted under and governed by the terms and conditions of the Plan. In addition, you acknowledge that you are subject to the Company’s non-employee director ownership policy, as such policy may be amended from time to time.

PARTICIPANT	AVENTINE RENEWABLE ENERGY HOLDINGS, INC.
	By:
	Title:
Print Name
Date:	Date: