On May 12, 2009, at the 2009 Annual Meeting of Stockholders of Clean Energy Fuels Corp. (the "Company"), the Company's stockholders approved an amendment of the Company's 2006 Amended and Restated Equity Incentive Plan (the "Plan"), increasing the maximum number of shares of the Company's common stock authorized for issuance pursuant to the Plan by 1,500,000 shares from 9,390,500 shares to 10,890,500 shares.

(d) Exhibits.

Exhibit No.                               Description
   10.2       Clean Energy Fuels Corp. 2006 Amended and Restated Equity Incentive
              Plan, as amended on May 12, 2009.