Exhibit 10.44
 EMPLOYMENT AGREEMENT
 Prior Agreement Company Executive Amendment Date
  Employment Commencement
Date Employment Period
 Position and Duties
 Company Group CEO Board
 provided




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Compensation and Benefits
 Base Salary
 Bonuses and Incentive Compensation
 Annual Bonus Annual Bonus Target Bonus
 [INTENTIONALLY OMITTED]
 Expenses
 Other Benefits
      2




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Termination provided however
 Severance
 Termination Without Cause or for Good Reason Code Separation from Service Exhibit B
 First Payroll Date
  COBRA provided
  3




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Termination for Cause or Voluntary Resignation
    Death or Disability
   Payments Upon Termination of Employment
  4




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Termination Without Cause, Non-Renewal or for Good Reason In Connection With a Change
in Control Exhibit B
 provided however provided further
 Executive LTIP Exhibit A LTIP Award
Agreement
  Non-Renewal Exhibit B
   5




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Excess Parachute Payments
 Payment Excise
Tax Gross-Up Payment
   No Other Payments
 No Mitigation, No Offset provided
  6




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Definitions
 Cause
    SOX
   Change in Control
 Exchange Act
   7




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Successor Entity
 provided, however,
   Disability
 Good Reason
       8




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Insurance; Indemnification and Advancement of Expenses
 Insurance
 Indemnification and Advancement of Expenses
 Confidential Information Exhibit C
 Non-Compete, Non-Solicitation
  Noncompete
Period
  9




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Executives Representations Executive represents and agrees that he fully
understands his right to discuss all aspects of this Agreement with his private attorney, and that
to the extent, if any, that he desired, he availed himself of such right. Executive further
represents that he has carefully read and fully understands all of the provisions of this
Agreement, that he is competent to execute this Agreement, that his agreement to execute this
Agreement has not been obtained by any duress and that he freely and voluntarily enters into it,
and that he has read this document in its entirety and fully understands the meaning, intent and
consequences of this document.
 Employment At-Will
  10




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Notices
 To the Company
 th
  th
 To Executive
   Severability
 Complete Agreement
 No Strict Construction
 Counterparts
 Successors and Assigns
 Choice of Law
  11




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Amendment and Waiver
 Internal Revenue Code Section 409A
 General Section 409A provided however
 Specified Employee
 Insurance
  12




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Withholding
 Arbitration provided however
 [INTENTIONALLY OMITTED]
 Executives Cooperation provided however
   13




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RENTECH, INC.By:
    /s/ D. Hunt Ramsbottom, Jr.D. Hunt Ramsbottom, Jr.Title:
    President and CEO/s/ Douglas M. MillerDouglas M. Miller  14




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EXHIBIT B
  Agreement Executive Company
 Employment Agreement
 Return of Property.
 General Release and Waiver of Claims
 Release Releasors Releasees Claims et seq. et seq. et seq. et seq. et seq. et seq. et seq. et seq. et seq. et seq. et seq. provided however




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Specific Release of ADEA Claims ADEA
 No Assignment
 Proceedings Proceeding EEOC




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Remedies
  Severability Clause
 Non-admission
 Governing Law
 Arbitration provided however
 Notices
 To the Company
  To Executive




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RENTECH, INC.By:Title:Douglas M. Miller




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EXHIBIT C