Exhibit 10.45
 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
 Equity Awards provided however
 [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 A
 
  COBRA provided
  3




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provided however
  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 A
 provided however provided further
   Non-Renewal
  5




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Excess Parachute Payments
 Payment Excise
Tax Gross-Up Payment
   No Other Payments
  6




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No Mitigation, No Offset provided
 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 B
 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
 Notices
 To the Company
 th
  th
 To Executive
   10




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Severability
 Complete Agreement
 No Strict Construction
 Counterparts
 Successors and Assigns
 Choice of Law
 Amendment and Waiver
  11




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Internal Revenue Code Section 409A
 General Section 409A provided however
 Specified Employee Wall Street
Journal
 Insurance
 Withholding
  12




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Arbitration provided however
 Moving Costs.
 [INTENTIONALLY OMITTED]
 [INTENTIONALLY OMITTED]
 [INTENTIONALLY OMITTED]
 [INTENTIONALLY OMITTED]
 Permanent Housing Date Housing Allowance
 Executives Cooperation provided however
   13




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RENTECH, INC.By:
    
    /s/ D. Hunt Ramsbottom

D. Hunt Ramsbottom, Jr.
Title: President and CEO/s/ Richard T. Penning

Richard T. Penning
  14




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EXHIBIT A
  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




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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:Richard T. Penning




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EXHIBIT B




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CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT
 Agreement   Company  Employee
     Ownership of Ideas, Inventions and Other Improvements
 provided however




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Nondisclosure of Information
 Confidential Information
     Company:RENTECH, INC.By:Employee: