Exhibit 10.1





Exhibit 10.1




PERFORMANCE VESTING

RESTRICTED STOCK UNIT AGREEMENT

GRANT NOTICE




Pursuant to this Restricted Stock Unit Agreement dated                      (including Appendix A
hereto, the “Agreement”), Rentech, Inc. (the “Company”) hereby grants                      (the “Participant”),
the following award of Restricted Stock Units (“RSUs”) pursuant and subject to the terms and
conditions of this Agreement and the Company’s                      Incentive Award Plan (the “Plan”), the terms
and conditions of which are hereby incorporated into this Agreement by reference. Except as
otherwise expressly provided herein, all capitalized terms used in this Agreement shall have the
meanings provided in the Plan. Subject to the terms and conditions of this Agreement, the
principal features of this award are as follows:



Number of RSUs:                     



Grant Date:                      (the “Grant Date”)



Vesting of RSUs: Except as provided below, this award will vest and become
nonforfeitable (i) as to sixty percent (60%) of the RSUs subject hereto upon the attainment of
Project Milestone #1, (ii) as to twenty percent (20%) of the RSUs subject hereto upon the
attainment of Project Milestone #2, and (iii) as to twenty percent (20%) of the RSUs subject hereto
upon the attainment of Project Milestone #3 or, in each case, if later, upon the first anniversary
of the Grant Date, subject, in each case, to the Participant’s continued employment through the
later of the attainment of the applicable Project Milestone or the first anniversary of the Grant
Date, provided, that (A) if, prior to the fifth anniversary of the Grant Date, the Participant’s
employment is terminated by the Company or a Subsidiary without Cause or by the Participant for
Good Reason, in either case, during the period beginning sixty days prior to a Change in Control
and ending one year after a Change in Control, or (B) prior to the fifth anniversary of the Grant
Date, while employed by the Company, the Participant dies or experiences a Disability, then, in any
such case, to the extent not previously vested, the RSUs granted hereunder shall remain outstanding
and eligible to vest upon the occurrence of any Milestone occurring on or prior to the fifth
anniversary of the Grant Date and within six (6) months after such termination, death or
Disability, as applicable, and shall vest as provided above upon the attainment of any Milestone
during such six-month (or shorter) period. In addition, the Committee may, in its sole discretion,
provide for the accelerated vesting of some or all unvested RSUs upon the attainment of any
Additional Milestone occurring on or prior to the fifth anniversary of the Grant Date or, if later
than the attainment of any such Additional Milestone, upon the first anniversary of the Grant Date,
subject to the Participant’s continued employment through the later of the attainment of the
Additional Milestone or the first anniversary of the Grant Date. To the extent that any RSUs vest
upon the attainment of an Additional Milestone, except as otherwise determined by the Committee in
its sole discretion, the number of RSUs eligible to vest upon the subsequent attainment of any
Project Milestones shall be reduced pro rata for each then-unattained Project Milestone by
reference to the number of RSUs vesting on the Additional Milestone. Any date on which RSUs vest
in accordance herewith shall be referred to as a “Vesting Date.”


 


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Definitions: For purposes of this Agreement, the terms below shall be defined as
follows:



“Additional Milestone” shall mean any key event that, in the judgment of the Committee,
creates significant value for the Company and which constitutes a performance goal or other
performance-based objective (within the meaning of Section 10.6 of the Plan).



“Cause” shall mean “cause” as defined in an applicable employment agreement between the
Participant and the Company or a Subsidiary or, if no such employment agreement exists or if an
applicable agreement contains no such definition, then “cause” shall mean (i) any material failure
by the Participant to perform the Participant’s duties and responsibilities under any written
agreement between the Participant and the Company or a Subsidiary (other than due to the
Participant’s Disability); (ii) any act of fraud, embezzlement, theft or misappropriation by the
Participant relating to the Company, any Subsidiary or their business or assets; (iii) the
Participant’s commission of a felony or a crime involving moral turpitude; (iv) any gross
negligence or intentional misconduct on the part of the Participant in the conduct of the
Participant’s duties and responsibilities with the Company or any Subsidiary or which adversely
affects the image, reputation or business of the Company, any Subsidiary or their affiliates; or
(v) any material breach by the Participant of any agreement between the Company or a Subsidiary, on
the one hand, and the Participant on the other.



“Good Reason” shall mean “good reason” as defined in an applicable employment agreement
between the Participant and the Company or a Subsidiary or, if no such employment agreement exists
or if an applicable agreement contains no such definition, then the occurrence of any of the
following without the Participant’s consent: (i) a material reduction in the Participant’s annual
base salary; (ii) a material reduction in the Participant’s job duties and responsibilities or the
assignment to the Participant of any duties inconsistent in any material respect with the
Participant’s position with the Company or a Subsidiary; or (iii) a relocation of the Participant’s
principal work location to a location that is more than 50 miles from the Participant’s existing
principal work location, provided, that no resignation for Good Reason shall be effective unless
and until (A) the Participant has first provided the Company with written notice specifically
identifying the acts or omissions constituting the grounds for “Good Reason” within thirty days
after the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty
days of its actual receipt of such notice, and (C) the effective date of the Participant’s
termination for Good Reason occurs no later than ninety days after the initial existence of the
facts or circumstances constituting Good Reason.




“Milestone” means each Project Milestone and each Additional Milestone (if any).



“Plant” shall mean the Rialto Renewable Energy Center, an integrated biomass-to-energy plant
or a comparable plant, as determined in the sole discretion of the Committee




“Project” shall mean the development, construction and initial operation of the Plant.



“Project Milestone #1” shall mean the closing by the Company of financing transactions that
include commitments that are expected to provide funds sufficient to complete the Project, the
occurrence of initial draws on any Project debt or third party equity, and the availability to
the Company of corporate funds sufficient to provide for the Company’s expected contributions to
the Project, in each case, on commercially reasonable terms.


 


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“Project Milestone #2” shall mean the completion of the construction of the Project on budget,
the successful operation of the Plant for 48 consecutive hours, the processing by the Plant of at
least 1,000 dry tons of feedstock and the production by the Plant of at least 600 barrels of liquid
products and 800 MWh of power.



“Project Milestone #3” shall mean the operation of the Plant at commercial levels for a period
of thirty (30) consecutive days and average daily performance by the Plant during such thirty (30)
consecutive operating days of at least 95% of the final rated capacity of the Plant as established
in the report of an independent engineer.



“Project Milestones” shall mean Project Milestone #1, Project Milestone #2 and Project
Milestone #3, collectively.



The Participant’s signature below indicates the Participant’s agreement with and understanding
that this award is subject to all of the terms and conditions contained in the Plan and in this
Agreement (including Appendix A), and that, in the event that there are any inconsistencies
between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.
THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE PARTICIPANT HAS READ AND UNDERSTANDS THE PLAN AND
THIS AGREEMENT, INCLUDING APPENDIX A HERETO, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
THIS GRANT OF RSUS.



	 	 	 
	RENTECH, INC.

	 	PARTICIPANT
	 
	 	 
	 

	 	 
	 	 	 
	By:

	 	[NAME]





 


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APPENDIX A




TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS




1. Grant. The Company hereby grants to the Participant, as of the Grant Date, an
award of RSUs in the amount set forth in the Grant Notice to which this appendix is attached,
subject to the terms and conditions contained in this Agreement and the Plan.



2. RSUs. Each RSU that vests on an applicable Vesting Date shall represent the right
to receive payment, in accordance with Section 5 below, of one share of Stock. Unless and until an
RSU vests, the Participant will have no right to payment in respect of any such RSU. Prior to
actual payment in respect of any vested RSU, such RSU will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company.



3. Vesting; Milestone Determinations. The RSUs shall vest in accordance with the
vesting schedule provided in the Grant Notice to which this Appendix is attached. In addition to
the Project Milestones identified in the Grant Notice, the Committee may, in its sole discretion,
identify Additional Milestones and provide for additional vesting of the RSUs upon the attainment
of such Additional Milestones. All terms and conditions of any Additional Milestones (if any
Additional Milestones are so identified), including without limitation, any performance goals,
vesting amounts and vesting timing, shall be determined in the sole discretion of the Committee,
but shall in no case delay vesting pursuant to any Project Milestone, as described in the Grant
Notice. All determinations by the Committee as to whether and when any Milestones have been
attained shall be final and binding upon the all parties.



4. Termination of RSUs. Any RSUs that have not vested as of the fifth anniversary of
the Grant Date shall automatically be forfeited and canceled as of such date without payment of
consideration therefor. In addition, the following provisions shall govern the forfeiture and
cancellation of the RSUs in connection with any termination of employment (including in connection
with the Participant’s death or Disability):



a. Qualifying Termination Prior to a Change in Control. If the Participant’s continuous
employment with the Company and its Subsidiaries is terminated without Cause or for Good Reason
(each, a “Qualifying Termination”) prior to both the vesting of all RSUs granted pursuant to this
Agreement and the occurrence of a Change in Control, then, if a Change in Control occurs within
sixty days after such Qualifying Termination, any RSUs that are unvested as of such Qualifying
Termination shall remain outstanding and eligible to vest upon the attainment of a Milestone
occurring after the Qualifying Termination until the earlier to occur of the six-month anniversary
of such Qualifying Termination or the fifth anniversary of the Grant Date, and shall vest as
provided above upon the attainment of any Milestone during such six-month (or shorter) period,
provided, that if a Milestone is attained after a Qualifying Termination and prior to a Change in
Control, then vesting attributable to such Milestone shall only occur upon a subsequent Change in
Control occurring within sixty days after such Qualifying Termination (rather than upon the
attainment of the Milestone). Any RSUs that have not vested as of the earlier of the six-month
anniversary of a Qualifying Termination



 


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occurring within sixty days prior to a Change in Control or the fifth anniversary of the Grant
Date shall automatically be forfeited and canceled on the earlier such date without payment of
consideration therefor. If no Change in Control occurs within sixty days after any pre-Change in
Control Qualifying Termination, then any RSUs that have not vested as of the date of such
Qualifying Termination shall automatically be forfeited and canceled as of the sixty-first day
following such Qualifying Termination without payment of consideration therefor. For the avoidance
of doubt, no vesting shall occur as a result of a Milestone occurring after a Qualifying
Termination if a Change in Control does not occur within sixty days after such Qualifying
Termination.



b. Qualifying Termination Within One Year After a Change in Control. If the Participant
experiences a Qualifying Termination within one year after a Change in Control, any RSUs that are
unvested as of such Qualifying Termination shall remain outstanding and eligible to vest upon the
attainment of a Milestone occurring after the Qualifying Termination until the earlier to occur of
the six-month anniversary of such Qualifying Termination or the fifth anniversary of the Grant
Date, and shall vest as provided above upon the attainment of any Milestone during such period.
Any RSUs that have not vested as of the earlier of the six-month anniversary of such Qualifying
Termination or the fifth anniversary of the Grant Date shall automatically be forfeited and
canceled on the earlier such date without payment of consideration therefor.



c. Death or Disability. If the Participant’s continuous employment with the Company and its
Subsidiaries is terminated due to the Participant’s death or Disability prior to the vesting of all
RSUs granted pursuant to this Agreement, then any RSUs that are unvested as of such death or
Disability shall remain outstanding and eligible to vest upon the attainment of a Milestone
occurring after the Participant’s death or Disability until the earlier to occur of the six-month
anniversary of such death or Disability or the fifth anniversary of the Grant Date, and shall vest
as provided above upon the attainment of any Milestone during such period. Any RSUs that have not
vested as of the earlier of the six-month anniversary of such death or Disability or the fifth
anniversary of the Grant Date shall automatically be forfeited and canceled without payment of
consideration therefor on the earlier such date.



d. Other Terminations. If the Participant’s continuous employment with the Company and its
Subsidiaries is terminated under circumstances other than those described in Sections 4 (a), (b)
and (c) above and prior to the vesting of all RSUs granted pursuant to this Agreement, then all
RSUs that have not vested as of such termination shall automatically be forfeited and canceled as
of the date of such termination without payment of consideration therefor.



5. Payment. Payments in respect of any RSUs that vest in accordance herewith shall be
made to the Participant (or in the event of the Participant’s death, to his or her estate) in whole
shares of Stock. The Company shall make such payments, subject to Section 15(b) below, as soon as
practicable after the applicable Vesting Date, but in any event within ten days after such Vesting
Date, with the exact date determined in the sole discretion of the Company.


 


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6. Tax Withholding. The Company shall have the authority and the right to deduct
or withhold, or to require the Participant to remit to the Company, an amount sufficient to
satisfy all applicable federal, state and local taxes (including the Participant’s employment tax
obligations) required by law to be withheld with respect to any taxable event arising in connection
with the RSUs. The Committee may, in its sole discretion and in satisfaction of the foregoing
requirement, allow the Participant to elect to have the Company withhold shares of Stock otherwise
issuable under this Agreement (or allow the return of shares of Stock) having a Fair Market Value
equal to the sums required to be withheld, provided, that the number of shares of Stock which may
be so withheld with respect to a taxable event arising in connection with the RSUs shall be limited
to the number of shares which have a Fair Market Value on the date of withholding equal to the
aggregate amount of such liabilities based on the minimum statutory withholding rates for federal,
state and local income tax and payroll tax purposes that are applicable to such supplemental
taxable income.



7. Rights as Stockholder. Neither the Participant nor any person claiming under or
through the Participant will have any of the rights or privileges of a stockholder of the Company
in respect of any shares of Stock deliverable hereunder unless and until certificates representing
such shares of Stock will have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Participant or any person claiming under or through the
Participant.



8. Non-Transferability. The rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated by the Participant in any way in favor of any party
other than the Company or a Subsidiary (whether by operation of law or otherwise) and shall not be
subjected to any lien, obligation or liability of the Participant to any party other than the
Company or a Subsidiary, other than by the laws of descent and distribution. Upon any attempt by
the Participant to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any
right or privilege conferred hereby, or upon any attempted sale by the Participant under any
execution, attachment or similar process, this grant and the rights and privileges conferred hereby
shall immediately become null and void. Notwithstanding the foregoing, the Company may assign any
of its rights under this Agreement to single or multiple assignees and this Agreement shall inure
to the benefit of the successors and assigns of the Company.



9. Distribution of Stock. Notwithstanding anything herein to the contrary, the
Company shall not be required to issue or deliver any certificates evidencing shares of Stock
pursuant to this Agreement unless and until the Committee has determined, with advice of counsel,
that the issuance and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed or traded. All Stock certificates delivered pursuant to this
Agreement shall be subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or
other laws, rules and regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends
on any Stock certificate to reference restrictions applicable to the Stock. In addition to the
terms and conditions provided herein, the Committee may require that the Participant make such
reasonable covenants, agreements, and representations as the Committee, in its discretion, deems
advisable in order to comply with any



 


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such laws, regulations, or requirements. The Committee shall have the right to require the
Participant to comply with any timing or other restrictions with respect to the settlement of any
RSUs, including a window-period limitation, as may be imposed in the discretion of the Committee.
Notwithstanding any other provision of this Agreement, unless otherwise determined by the Committee
or required by any applicable law, rule or regulation, the Company shall not deliver to the
Participant any certificates evidencing shares of Stock issued upon settlement of any RSUs under
this Agreement and instead such shares of Stock shall be recorded in the books of the Company (or,
as applicable, its transfer agent or stock plan administrator).



10. No Effect on Service Relationship. Nothing in this Agreement or in the Plan shall
confer upon the Participant any right to serve or continue to serve as an Employee, Consultant or
member of the Board.



11. Severablility. In the event that any provision in this Agreement is held invalid
or unenforceable, such provision will be severable from, and such invalidity or unenforceability
will not be construed to have any effect on, the remaining provisions of this Agreement, which
shall remain in full force and effect.



12. Tax Consultation. The Participant understands that he or she may suffer adverse
tax consequences in connection with the RSUs granted pursuant to this Agreement. The Participant
represents that the Participant has consulted with any tax consultants that he or she deems
advisable in connection with the RSUs and that the Participant is not relying on the Company for
tax advice.



13. Amendment. Except as provided in Section 15 below and/or with regard to
Additional Milestones, this Agreement may only be amended, modified or terminated by a writing
executed by the Participant and by a duly authorized representative of the Company.



14. Relationship to other Benefits. Neither the RSUs nor payment in respect thereof
shall be taken into account in determining any benefits pursuant to any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any
Subsidiary.



15. Code Section 409A.



a. General. To the extent that the Committee determines that any RSUs may not be
exempt from or compliant with Code Section 409A, the Committee may amend this Agreement in a manner
intended to comply with the requirements of Code Section 409A or an exemption therefrom (including
amendments with retroactive effect), or take any other actions as it deems necessary or appropriate
to (i) exempt the RSUs from Code Section 409A and/or preserve the intended tax treatment of the
benefits provided with respect to the RSUs, or (ii) comply with the requirements of Code Section
409A. To the extent applicable, this Agreement shall be interpreted in accordance with the
provisions of Code Section 409A. Notwithstanding anything herein to the contrary, the Participant
expressly agrees and acknowledges that in the event that any taxes are imposed under Code Section
409A in respect of any compensation or



 


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benefits payable to the Participant, then (A) the payment of such taxes shall be solely the
Participant’s responsibility, (B) neither the Company nor any of its past or present directors,
officers, employees or agents shall have any liability for any such taxes and (C) the Participant
shall indemnify and hold harmless, to the greatest extent permitted under law, each of the
foregoing from and against any claims or liabilities that may arise in respect of any such taxes.



b. Potential Six-Month Delay. Notwithstanding anything to the contrary in this
Agreement, no shares of Stock (or other amounts) shall be paid to the Participant during the
6-month period following the Participant’s “separation from service” (within the meaning of Section
409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)) (“Separation from
Service”) to the extent that the Company determines that the Participant is a “specified
employee” (within the meaning of Code Section 409A) at the time of such Separation from Service and
that paying such amounts at the time or times indicated in this Agreement would be a prohibited
distribution under Code Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as
a result of the previous sentence, then on the first business day following the end of such 6-month
period (or such earlier date upon which such amount can be paid under Code Section 409A without
being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all
shares of Stock that would have otherwise been payable to the Participant during such 6-month
period under this Agreement.



16. Governing Law. The laws of the State of California shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of conflicts of laws.



17. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.




 


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