Exhibit 10.21
 EMPLOYMENT AGREEMENT
 
 Company Executive
  Employment Commencement Date Employment Period
 Position and Duties
 Company Group CEO Board
 provided provided




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Compensation and Benefits
 Base Salary Base
Salary
 Bonuses and Incentive Compensation
 Annual Bonus Annual Bonus Target Bonus
 Equity Grant Restricted Stock Units Common Stock Exhibit A Performance
Shares Exhibits B and
C
  2




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Commencement Payment
 Expenses
 Other Benefits
     Termination provided however
  3




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##### 



Severance
 Termination Without Cause or for Good Reason Code Separation from Service Exhibit D
   COBRA
  Termination for Cause or Voluntary Resignation
    Death or Disability
    4




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Payments Upon Termination of Employment
 Termination Without Cause, Non-Renewal or for Good Reason Following a Change in
Control Exhibit D
 provided however provided further th
    5




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Non-Renewal Exhibit D
    Excess Parachute Payments.
 Payment Excise
Tax Gross-Up Payment
    6




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No Other Payments
 No Mitigation, No Offset provided
 Definitions
 Cause
    SOX
    7




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##### 



Change in Control
 Exchange Act
   Successor Entity
 provided, however,
  Disability
 Good Reason
    provided however
  8




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Insurance; Indemnification and Advancement of Expenses
 Insurance
 Indemnification and Advancement of Expenses
 Confidential Information Exhibit E
 Non-Solicitation
 Restricted
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
          To Executive
   Severability
 Complete Agreement
 No Strict Construction
 Counterparts
 Successors and Assigns
  11




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Choice of Law
 Amendment and Waiver
 Internal Revenue Code Section 409A
 General Section 409A provided, however
 Specified Employee Wall Street
Journal
 Reimbursements st
  12




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Insurance
 Withholding
 Arbitration provided however
 Legal Fees;
 Executives Cooperation provided however
  13




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14




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RENTECH, INC./s/ D. Hunt Ramsbottom, Jr.By: D. Hunt Ramsbottom, Jr.Title:
    President and CEO/s/ Dan J. CohrsDan J. Cohrs  15




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EXHIBIT A
  A-1




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RENTECH, INC. TIME VESTING
INDUCEMENT RESTRICTED STOCK UNIT AWARD
 PREAMBLE
 Appendix A Agreement Company Executive RSUs Employment
Agreement
 Number of RSUs Grant Amount
 Grant Date Grant Date
 Vesting Start Date Vesting Start Date
 Vesting of RSUs provided provided,
further, provided, further Vesting Date
  A-2




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Appendix A
 RENTECH, INC.
    
    
    
    EXECUTIVEBy:
    
    
    
    DAN J. COHRS
  A-3




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APPENDIX A
 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
 Grant Exhibit A
     i.
    
    A transaction or series of transactions (other
than an offering of Stock to the general public through a registration
statement filed with the Securities and Exchange Commission) whereby
any person or related group of persons (as such terms are used in
Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the
Company, any of its subsidiaries, an employee benefit plan maintained
by the Company or any of its subsidiaries or a person that, prior to
such transaction, directly or indirectly controls, is controlled by, or
is under common control with, the Company) directly or indirectly
acquires beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company possessing more than 50%
of the total combined voting power of the Companys securities
outstanding immediately after such acquisition; orii.
    
    During any twelve-month period, individuals
who, at the beginning of such period, constitute the Board together
with any new director(s) (other than a director designated by a person
who shall have entered into an agreement with the Company to effect a
transaction described in Section 2(c)(i) or Section 2(c)(iii)) whose
election by the Board or nomination for election by the Companys
stockholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the
beginning of the twelve-month period or whose election or nomination
for election was previously so approved, cease for any reason to
constitute a majority thereof; or
  A-4




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iii.
    
    The consummation by the Company (whether
directly involving the Company or indirectly involving the Company
through one or more intermediaries) of (x) a merger, consolidation,
reorganization, or business combination or (y) a sale or other
disposition of all or substantially all of the Companys assets in any
single transaction or series of related transactions or (z) the
acquisition of assets or stock of another entity, in each case other
than a transaction:
 (A)
    
    Which results in the Companys voting
securities outstanding immediately before the transaction continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the Company or the person that, as a result of the
transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the Companys
assets or otherwise succeeds to the business of the Company (the
Company or such person, the Successor Entity)) directly or
indirectly, at least a majority of the combined voting power of the
Successor Entitys outstanding voting securities immediately after the
transaction, and(B)
    
    After which no person or group beneficially
owns voting securities representing 35% or more of the combined voting
power of the Successor Entity; provided, that no person or group shall
be treated for purposes of this Section 2(c)(iii)(B) as beneficially
owning 35% or more of combined voting power of the Successor Entity
solely as a result of the voting power held in the Company prior to the
consummation of the transaction; or
 iv.
    
    The Companys stockholders approve a
liquidation or dissolution of the Company.
 d.
    
    Code means the Internal Revenue Code of 1986, as amended,
together with the regulations and other official guidance promulgated
thereunder.e.
    
    Committee means the committee of the Board described in
Article 12 of the Companys Amended and Restated 2006 Incentive Award Plan.f.
    
    Company shall have the meaning provided in the Preamble.g.
    
    Executive shall have the meaning provided in the Preamble.h.
    
    Employment Agreement shall have the meaning provided in the
Preamble.i.
    
    Exchange Act means the Securities Exchange Act of 1934, as
amended.j.
    
    Fair Market Value means, as of any given date, the value of a
share of Stock determined as follows:
 (i)
    
    If the Stock is listed on any established stock
exchange (such as the New York Stock Exchange, the NASDAQ Global Market and
the NASDAQ Global Select Market) or national market system, its Fair Market
Value shall be the closing sales price for a share of Stock as quoted on
such exchange or system for such date or, if there is no closing sales
price for a share of Stock on the date in question, the closing sales price
for a share of Stock on the last preceding date for which such quotation
exists, as reported in The Wall Street Journalor such other source as the
Committee deems reliable;(ii)
    
    If the Stock is not listed on an established stock
exchange or national market system, but the Stock is regularly quoted by a
recognized securities dealer, its Fair Market Value shall be the mean of
the high bid and low asked prices for
such date or, if there are no high bid and low asked prices for a share of
Stock on such date, the high bid and low asked prices for a share of Stock
on the last preceding date for which such information exists, as reported
in The Wall Street Journalor such other source as the Committee deems
reliable; or
 (iii)
    
    If the Stock is neither listed on an established stock
exchange or a national market system nor regularly quoted by a recognized
securities dealer, its Fair Market Value shall be established by the
Committee in good faith.
  A-5




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k.
    
    Grant Date shall have the meaning provided in the Preamble.l.
    
    RSUs shall have the meaning provided in the Preamble.m.
    
    Stock means the common stock of the Company, par value $0.01
per share, and such other securities of the Company that may be substituted for
Stock pursuant to Section 11 below.n.
    
    Subsidiary means any subsidiary corporation of the Company
as defined in Section 424(f) of the Code and any applicable regulations
promulgated thereunder or any other entity of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.
 RSUs
 Vesting
 Termination of RSUs provided,
 Payment after Vesting provided
  A-6




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Tax Withholding
 Rights as Stockholder
 Non-Transferability
 Distribution of Stock
  A-7




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##### 



Adjustments in Capitalization
 a.
    
    In the event of any stock dividend, stock split, combination or exchange of shares, merger,
consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends)
of Company assets to stockholders, or any other change affecting the shares of Stock or the share
price of the Stock, the Committee shall make proportionate adjustments to any or all of the
following in order to reflect such change: (a) the aggregate number and kind of shares that may be
issued under this Agreement; and (b) the terms and conditions of the RSUs. Any adjustment
affecting an Award intended as Qualified Performance-Based Compensation shall be made consistent
with the requirements of Section 162(m) of the Code.b.
    
    In the event of any transaction or event described in Section 11(a) above or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the
financial statements of the Company or any affiliate, or of changes in applicable laws, regulations
or accounting principles, the Committee, in its sole discretion and on such terms and conditions as
it deems appropriate, either by the terms of this Agreement or by action taken prior to the
occurrence of such transaction or event and either automatically or upon the Executives request,
is hereby authorized to take any one or more of the following actions whenever the Committee
determines that such action is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under this Agreement, to facilitate
such transactions or events or to give effect to such changes in laws, regulations or principles:
 i.
    
    To provide for either (A) termination of this Agreement in
exchange for an amount of cash, if any, equal to the amount that would have
been attained upon the vesting and payment of RSUs under this Agreement as of
the date of such termination (and, for the avoidance of doubt, if, as of the
date of the occurrence of the transaction or event described in this
Section 11(b), the Committee determines in good faith that no amount would
have been attained upon the realization of the Executives rights, then the
RSUs may be terminated by the Company without payment), or (B) the
replacement of such RSUs with other rights or property selected by the
Committee in its sole discretion;
 ii.
    
    To provide that the RSUs be (A) assumed by a successor or
survivor corporation, or a parent or subsidiary thereof, or (B) substituted
for by a similar award covering the stock of a successor or survivor
corporation, or a parent or subsidiary thereof, in either case, with
appropriate adjustments as to the number and kind of shares and prices;
 iii.
    
    To make adjustments in the number and type of shares of
Stock (or other securities or property) subject to the RSUs and/or in the
terms and conditions of the RSUs;
 iv.
    
    To provide that RSUs subject to this Agreement shall be
payable or fully vested
with respect to all shares covered thereby, notwithstanding anything to the
contrary in this Agreement; and
 v.
    
    To provide that the RSUs cannot vest or become payable
after such event.
  A-8




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Authority
 No Effect on Service Relationship
 Severablility
 Tax Consultation
 Amendment
 Relationship to other Benefits
 Code Section 409A
 Governing Law
  A-9




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Captions
 Fractional Shares
 Section 16 Limitations
  A-10




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EXHIBIT A
 CONSENT OF SPOUSE
 
 Dated: ,
 _____
    
    
    
    Name:
  A-11




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EXHIBIT B
  B-1




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RENTECH, INC. ABSOLUTE SHARE PRICE TARGET
 INDUCEMENT PERFORMANCE SHARE AWARD AGREEMENT
 THIS ABSOLUTE SHARE PRICE TARGET PERFORMANCE
SHARE AWARD AGREEMENT Award Agreement Grant Date Company Executive Employment
Agreement Performance Share Award
 ARTICLE I.  DEFINITIONS
 Section 1.1
 a.
    
    Board means the Board of Directors of the Company.b.
    
    Cause shall have the meaning provided in the Employment Agreement.c.
    
    Change in Control means:
 i.
    
    A transaction or series of transactions (other than an offering of
Stock to the general public through a registration statement filed with the
Securities and Exchange Commission) whereby any person or related group of
persons (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange
Act) (other than the Company, any of its subsidiaries, an employee benefit plan
maintained by the Company or any of its subsidiaries or a person that, prior to
such transaction, directly or indirectly controls, is controlled by, or is under
common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities
of the Company possessing more than 50% of the total combined voting power of the
Companys securities outstanding immediately after such acquisition; or
 ii.
    
    During any twelve-month period, individuals who, at the beginning of
such period, constitute the Board together with any new director(s) (other than a
director designated by a person who shall have entered into an agreement with the
Company to effect a transaction described in Section 1.1(c)(i) or Section
1.1(c)(iii)) whose election by the Board or nomination for election by the
Companys stockholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the
beginning of the twelve-month period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a majority thereof;
or
  B-2




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##### 



iii.
    
    The consummation by the Company (whether directly involving the Company
or indirectly involving the Company through one or more intermediaries) of (x) a
merger, consolidation, reorganization, or business combination or (y) a sale or
other disposition of all or substantially all of the Companys assets in any single
transaction or series of related transactions or (z) the acquisition of assets or
stock of another entity, in each case other than a transaction:
 A.
    
    Which results in the Companys voting securities
outstanding immediately before the transaction continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the
transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the Companys assets
or otherwise succeeds to the business of the Company (the Company or such
person, the Successor Entity)) directly or indirectly, at least a
majority of the combined voting power of the Successor Entitys
outstanding voting securities immediately after the transaction, and
 B.
    
    After which no person or group beneficially owns
voting securities representing 35% or more of the combined voting power
of the Successor Entity; provided, that no person or group shall be
treated for purposes of this Section 2(c)(iii)(B) as beneficially owning
35% or more of combined voting power of the Successor Entity solely as a
result of the voting power held in the Company prior to the consummation
of the transaction; or
 iv.
    
    The Companys stockholders approve a liquidation or dissolution of the
Company.
  d.
    
    Code means the Internal Revenue Code of 1986, as amended, together with the
regulations and other official guidance promulgated thereunder.
 e.
    
    Committee means the committee of the Board described in Article 12 of the
Companys Amended and Restated 2006 Incentive Award Plan.
 f.
    
    Disability means that the Executive qualifies to receive long-term disability
payments under the Companys long-term disability insurance program, as it may be
amended from time to time or, if no such plan is applicable to the Executive, as
determined in the sole discretion of the Committee.
 g.
    
    Exchange Act means the Securities Exchange Act of 1934, as amended.
  B-3




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h.
    
    Fair Market Value means, as of any given date, the value of a share of Stock
determined as follows:
 i.
    
    If the Stock is listed on any established stock exchange (such as the
New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select
Market) or national market system, its Fair Market Value shall be the closing sales
price for a share
of Stock as quoted on such exchange or system for such date or, if there is no
closing sales price for a share of Stock on the date in question, the closing sales
price for a share of Stock on the last preceding date for which such quotation
exists, as reported in The Wall Street Journalor such other source as the Committee
deems reliable;
 ii.
    
    If the Stock is not listed on an established stock exchange or national
market system, but the Stock is regularly quoted by a recognized securities dealer,
its Fair Market Value shall be the mean of the high bid and low asked prices for
such date or, if there are no high bid and low asked prices for a share of Stock on
such date, the high bid and low asked prices for a share of Stock on the last
preceding date for which such information exists, as reported in The Wall Street
Journal or such other source as the Committee deems reliable; or
 iii.
    
    If the Stock is neither listed on an established stock exchange or a
national market system nor regularly quoted by a recognized securities dealer, its
Fair Market Value shall be established by the Committee in good faith.
 i.
    
    Good Reason shall have the meaning provided in the Employment Agreement.
 j.
    
    Measurement Date means April 1, 2011.
 k.
    
    Performance Percentage shall mean the percentage determined in accordance
with the Share Price Target Table contained in Exhibit A hereto.
 l.
    
    Performance Shares shall mean up to [55,250] shares of Stock that will be
issued to the Executive under this Award Agreement if the Performance Targets or such
other criteria described hereunder are met during the applicable performance period.
 m.
    
    Performance Targets shall mean the specific target or targets determined by
the Committee, as specified in Section 2.2 and Exhibit A hereto.
 n.
    
    Qualified Performance-Based Compensation means any compensation that is
intended to qualify as qualified performance-based compensation as described in
Section 162(m)(4)(C) of the Code.
 o.
    
    Rule 16b-3 shall mean that certain Rule 16b-3 under the Exchange Act, as such
Rule may be amended from time to time.
 p.
    
    Securities Act means the Securities Act of 1933, as amended.
 q.
    
    Stock means the common stock of the Company, par value $0.01 per share, and
such other securities of the Company that may be substituted for Stock pursuant to
Article 5 below.
 r.
    
    Subsidiary means any subsidiary corporation of the Company as defined in
Section 424(f) of the Code and any applicable regulations promulgated thereunder or any
other entity of which a majority of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.
 s.
    
    Termination of Service shall mean the Executives termination of employment
with the Company for any reason, with or without Cause, including, but not by way of
limitation, a
termination by resignation, discharge, death, or Disability, provided, that, if the
Executive continues to serve as a Director immediately following any such termination of
employment, the Committee may, in its sole discretion, determine that a Termination of
Service has not occurred until such time as the Executive ceases to serve as a Director.
 t.
    
    Volume Weighted Average Share Price shall mean the trailing sixty-day volume
weighted average closing price of a share of Stock on the principal exchange on which
the Stock is then trading, as determined by the Committee.
  B-4




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ARTICLE II.  AWARD OF PERFORMANCE SHARES
 Section 2.1 Award of Performance Shares Exhibit B
 Section 2.2 Payment of Performance Shares
 Exhibit
A 1 2 Short-Term
Deferral Period
  (i)
    
    In the event that, prior to the Measurement Date, a Change
in Control occurs and the Executive has not experienced a Termination of
Service prior to such Change in Control, then, upon such Change in Control,
the Executive shall be entitled to receive the maximum number of Performance
Shares subject to this Performance Share Award as soon as practicable after
the Change in Control occurs, but in no event later than the last day of the
applicable Short-Term Deferral Period;
  B-5




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(ii)
    
    In the event that, after the Grant Date, but prior to the
Measurement Date, the Executive experiences a Termination of Service by the
Company without Cause
or by the Executive for Good Reason, then the Executive shall be entitled to
receive a number of Performance Shares determined by multiplying (x) the
maximum number of Performance Shares subject to this Performance Share
Award, times (y) the Performance Percentage applicable as of the date of
such Termination of Service determined in accordance with the Share Price
Target Table contained in Exhibit A hereto, payable, in any event,
as soon as practicable after such Termination of Service, but in no event
later than the last day of the applicable Short-Term Deferral Period; and
 (iii)
    
    In the event that, prior to the Measurement Date, the
Executive experiences a Termination of Service due to the Executives death
or Disability, then the Executive shall be entitled to receive a number of
Performance Shares determined by multiplying (x) the maximum number of
Performance Shares subject to this Performance Share Award, times (y) the
Performance Percentage determined as of the date of such Termination of
Service in accordance with the Share Price Target Table contained in
Exhibit A hereto, payable as soon as practicable after such
Termination of Service, but in no event later than the last day of the
applicable Short-Term Deferral Period.
 Section 2.3 Forfeiture; Transfer Restrictions
 Section 2.4 No Rights as Stockholder
 ARTICLE III.  RESTRICTIONS
 Section 3.1 Forfeiture
 Termination of Service Termination Date
 Failure to Achieve Performance Target
  B-6




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Section 3.2 Distribution of Stock
 ARTICLE IV.  MISCELLANEOUS
 Section 4.1 No Right to Continued Employment
 Section 4.2 Tax Withholding
  B-7




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##### 



Section 4.3 Section 409A
 Section 4.4 Tax Consultation
 Section 4.5 Conformity to Securities Laws
 Section 4.6 Amendment
 Section 4.7 Severability
 Section 4.8 Notices
 Section 4.9 Captions
 Section 4.10 Governing Law
  B-8




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##### 



Section 4.11 Authority
 ARTICLE
V.
 ADJUSTMENTS IN CAPITALIZATION
 Section 5.1
 Section 5.2
    B-9




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RENTECH, INC.,
a Colorado corporationBy:Name:Title: EXECUTIVEDan J. Cohrs
  B-10




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##### 



EXHIBIT A
 SHARE PRICE TARGETS
  SHARE PRICE TARGET TABLE
 If the Fair Market Value on thedetermination date equals:
    
    Then the Performance Percentage shall be equal to:$2.00 per share or less
    
    0%$3.00 per share
    
    50%$4.00 per share or more
    
    100%
  B-11




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EXHIBIT C
  C-1




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##### 



RENTECH, INC. TOTAL SHAREHOLDER RETURN
 INDUCEMENT PERFORMANCE SHARE AWARD AGREEMENT
 THIS TOTAL SHAREHOLDER RETURN PERFORMANCE SHARE AWARD AGREEMENT Award Agreement Grant Date Company Executive Employment
Agreement Performance Share Award
 ARTICLE VI.  DEFINITIONS
 Section 6.1
 a.
    
    Board means the Board of Directors of the Company.
 b.
    
    Cause shall have the meaning provided in the Employment Agreement.
 c.
    
    Change in Control means:
 i.
    
    A transaction or series of transactions (other than an offering of Stock to the
general public through a registration statement filed with the Securities and Exchange
Commission) whereby any person or related group of persons (as such terms are
used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any
of its subsidiaries, an employee benefit plan maintained by the Company or any of its
subsidiaries or a person that, prior to such transaction, directly or indirectly
controls, is controlled by, or is under common control with, the Company) directly or
indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of securities of the Company possessing more than 50% of the total
combined voting power of the Companys securities outstanding immediately after such
acquisition; or
 ii.
    
    During any twelve-month period, individuals who, at the beginning of such
period, constitute the Board together with any new director(s) (other than a director
designated by a person who shall have entered into an agreement with the Company to
effect a transaction described in Section 1.1(c)(i) or Section 1.1(c)(iii)) whose
election by the Board or nomination for election by the Companys stockholders was
approved by a vote of at least a majority of the directors then still in office who
either were directors at the beginning of the twelve-month period or whose election or
nomination for election was previously so approved, cease for any reason to constitute
a majority thereof; or
  C-2




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##### 



iii.
    
    The consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of (x) a merger,
consolidation, reorganization, or business combination or (y) a sale or other
disposition of all or substantially all of the Companys assets in any single
transaction or series of related transactions or (z) the acquisition of assets or stock
of another entity, in each case other than a transaction:
 A.
    
    Which results in the Companys voting securities
outstanding immediately before the transaction continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the
transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the Companys assets
or otherwise succeeds to the business of the Company (the Company or such
person, the Successor Entity)) directly or indirectly, at least a
majority of the combined voting power of the Successor Entitys
outstanding voting securities immediately after the transaction, and
 B.
    
    After which no person or group beneficially owns
voting securities representing 35% or more of the combined voting power
of the Successor Entity; provided, that no person or group shall be
treated for purposes of this Section 2(c)(iii)(B) as beneficially owning
35% or more of combined voting power of the Successor Entity solely as a
result of the voting power held in the Company prior to the consummation
of the transaction; or
 iv.
    
    The Companys stockholders approve a liquidation or dissolution of the Company.The Board shall have full and final authority, which shall be exercised in its
discretion, to determine conclusively whether a Change in Control of the Company has
occurred pursuant to the above definition, the date of the occurrence of such Change in
Control and any incidental matters relating thereto.
 d.
    
    Code means the Internal Revenue Code of 1986, as amended, together with the
regulations and other official guidance promulgated thereunder.e.
    
    Committee means the committee of the Board described in Article 12 of the
Companys Amended and Restated 2006 Incentive Award Plan.
 f.
    
    Disability means that the Executive qualifies to receive long-term disability
payments under the Companys long-term disability insurance program, as it may be
amended from time to time or, if no such plan is applicable to the Executive, as
determined in the sole discretion of the Committee.
 g.
    
    Exchange Act means the Securities Exchange Act of 1934, as amended.
 h.
    
    Fair Market Value means, as of any given date, the value of a share of Stock
determined as follows:
 i.
    
    If the Stock is listed on any established stock exchange (such as the
New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select
Market) or national market system, its Fair Market Value shall be the closing sales
price for a share of Stock as quoted on such exchange or system for such date or,
if there is no closing sales price for a share of Stock on the date in question,
the closing sales price for a share
of Stock on the last preceding date for which such quotation exists, as reported in
The Wall Street Journalor such other source as the Committee deems reliable;
  C-3




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##### 



ii.
    
    If the Stock is not listed on an established stock exchange or national
market system, but the Stock is regularly quoted by a recognized securities dealer,
its Fair Market Value shall be the mean of the high bid and low asked prices for
such date or, if there are no high bid and low asked prices for a share of Stock on
such date, the high bid and low asked prices for a share of Stock on the last
preceding date for which such information exists, as reported in The Wall Street
Journal or such other source as the Committee deems reliable; or
 iii.
    
    If the Stock is neither listed on an established stock exchange or a
national market system nor regularly quoted by a recognized securities dealer, its
Fair Market Value shall be established by the Committee in good faith.
 i.
    
    Good Reason shall have the meaning provided in the Employment Agreement.
 j.
    
    Measurement Date means April 1, 2011.
 k.
    
    Peer Companies means the peer companies listed on Exhibit B hereto,
excluding any companies whose shares are no longer listed on an exchange or quoted on
NASDAQ or a successor or other quotation system at such time as a calculation pursuant
to this Agreement is required to be made using the Total Shareholder Return for the
Peer Companies.
 l.
    
    Performance Percentage shall mean the Performance Percentage corresponding to
the Total Shareholder Return Percentile in the Total Shareholder Return Table contained
in Exhibit A hereto. For informational purposes an example of the Total
Shareholder Return Percentile calculation is set forth on Exhibit A.
 m.
    
    Performance Shares shall mean up to [] shares of Stock that will be
issued to the Executive under this Award Agreement if the Performance Targets or such
other criteria described hereunder are met during the applicable performance period.
 n.
    
    Performance Targets shall mean the specific target or targets determined by
the Committee, as specified in Section 2.2 and Exhibit A hereto.
 o.
    
    Qualified Performance-Based Compensation means any compensation that is
intended to qualify as qualified performance-based compensation as described in
Section 162(m)(4)(C) of the Code.
 p.
    
    Rule 16b-3 shall mean that certain Rule 16b-3 under the Exchange Act, as such
Rule may be amended from time to time.
 q.
    
    Securities Act means the Securities Act of 1933, as amended.
 r.
    
    Stock means the common stock of the Company, par value $0.01 per share, and
such other securities of the Company that may be substituted for Stock pursuant to
Article 5 below.
  C-4




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s.
    
    Subsidiary means any subsidiary corporation of the Company as defined in
Section 424(f) of the Code and any applicable regulations promulgated thereunder or any
other entity of which a majority of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.
 t.
    
    Termination of Service shall mean the Executives termination of employment
with the Company for any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, death, or Disability, provided,
that, if the Executive continues to serve as a Director immediately following any such
termination of employment, the Committee may, in its sole discretion, determine that a
Termination of Service has not occurred until such time as the Executive ceases to
serve as a Director.
 u.
    
    Total Shareholder Return shall mean the quotient (expressed as a percentage)
obtained by dividing (i)(A) the Volume Weighted Average Share Price as of the
Measurement Date or the Termination Date, as applicable, minus (B) the Volume Weighted
Average Share Price as of April 1, 2008, plus (C) the aggregate amount of dividends
paid in respect of a share of Stock during the period commencing on April 1, 2008 and
ending on the Measurement Date, by (ii) the Volume Weighted Average Share Price on
April 1, 2008.
 v.
    
    Total Shareholder Return Percentile means the relative performance percentile
obtained when the Companys Total Shareholder Return is compared to the total
shareholder return of each of the Peer Companies, based on the same period and using
the same methodology as that used to determine the Companys Total Shareholder Return,
as determined by the Committee. For informational purposes an example of the Total
Shareholder Return Percentile calculation is set forth on Exhibit A.
 w.
    
    Total Shareholder Return Threshold shall mean a Total Shareholder Return
Percentile in excess of 25%.
 x.
    
    Volume Weighted Average Share Price shall mean the trailing sixty-day volume
weighted average closing price of a share of Stock on the principal exchange on which
the Stock is then trading, as determined by the Committee.
 ARTICLE VII.  AWARD OF PERFORMANCE SHARES
 Section 7.1 Award of Performance Shares Exhibit C
  C-5




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Section 7.2 Payment of Performance Shares
 Exhibit A 1 2 Short-Term Deferral Period
  (i)
    
    In the event that, prior to the Measurement Date, a Change
in Control occurs and the Executive has not experienced a Termination of
Service prior to such Change in Control, then, upon such Change in Control,
the Executive shall be entitled to receive the maximum number of Performance
Shares subject to this Performance Share Award as soon as practicable after
the Change in Control occurs, but in no event later than the last day of the
applicable Short-Term Deferral Period;
 (ii)
    
    In the event that, (A) after March 31, 2009, but prior to
the Measurement Date, the Executive experiences a Termination of Service by
the Company without Cause or by the Executive for Good Reason, and (B) during
the period commencing on April 1, 2008 and ending on the date of Termination
of Service (the Termination Date), the Company achieves a Total Shareholder
Return in excess of the Total Shareholder Return Threshold, then the
Executive shall be entitled to receive a number of Performance Shares
determined by multiplying (x) the maximum number of Performance Shares
subject to this Performance Share Award, times (y) the Performance Percentage
applicable as of the Termination Date, determined in accordance with the
Total Shareholder Return Table contained in Exhibit A hereto, times
(z)(1) if such Termination of Service occurs on any date after March 31, 2009
but prior to April 1, 2010, a factor of 25%, and (2) if such termination
occurs on any date after March 31, 2010, but prior to April 1, 2011, a factor
of 50%, payable, in any event, as soon as practicable after the Termination
Date, but in no event later than the last day of the applicable Short-Term
Deferral Period (it being understood that no Performance Shares shall become
payable under this Section 2.2(b)(ii) in connection with a Termination of
Service occurring on or prior to March 31, 2009); and
 (iii)
    
    In the event that, prior to the Measurement Date, (A) the
Executive experiences a Termination of Service due to the Executives death
or Disability, and (B) during the period commencing on April 1, 2008 and
ending on the Termination Date, the Company achieves a Total Shareholder
Return in excess of the Total Shareholder Return Threshold, then the
Executive shall be entitled to receive a
number of Performance Shares determined by multiplying (x) the maximum
number of Performance Shares subject to this Performance Share Award, times
(y) the Performance Percentage determined as of the Termination Date in
accordance with the Total Shareholder Return Table contained in Exhibit
A hereto, payable as soon as practicable after the Termination Date, but
in no event later than the last day of the applicable Short-Term Deferral
Period.
  C-6




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Section 7.3 Forfeiture; Transfer Restrictions
 Section 7.4 No Rights as Stockholder
 ARTICLE VIII.  RESTRICTIONS
 Section 8.1 Forfeiture
 Termination of Service
 Failure to Achieve Performance Target
 Section 8.2 Distribution of Stock
  C-7




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ARTICLE IX.  MISCELLANEOUS
 Section 9.1 No Right to Continued Employment
 Section 9.2 Tax Withholding
 Section 9.3 Section 409A
  C-8




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Section 9.4 Tax Consultation
 Section 9.5 Conformity to Securities Laws
 Section 9.6 Amendment
 Section 9.7 Severability
 Section 9.8 Notices
 Section 9.9 Captions
 Section 9.10 Governing Law
 Section 9.11 Authority
  C-9




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ARTICLE X. 
ADJUSTMENTS IN CAPITALIZATION
 Section 10.1
 Section 10.2
       C-10




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RENTECH, INC.,
a Colorado corporationBy:Name:Title: EXECUTIVE[Name]
  C-11




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EXHIBIT D
 Agreement Executive Company
 Employment Agreement
 Return of Property.
 General Release and Waiver of Claims
 Release Releasors Releasees Claims provided however
  D-1




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Specific Release of ADEA Claims ADEA
 No Assignment
 Proceedings Proceeding EEOC
  D-2




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Remedies
  Severability Clause
 Non-admission
 Governing Law
 Arbitration provided however
 Notices
      D-3




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RENTECH, INC.By:Title:Dan J. Cohrs  D-4




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EXHIBIT E
  CONFIDENTIALITY
AND INVENTION ASSIGNMENT AGREEMENT
 me I Company
     Ownership of Ideas, Inventions and Other Improvements
 Inventions provided however
  E-1




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Nondisclosure of Information
 Confidential Information
   E-2




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E-3




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Name:
    Dan J. Cohrs  E-4