##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended September 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission File No. 001-15795
 
 RENTECH, INC.
  Colorado
    
    84-0957421(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 10877 Wilshire Boulevard, Suite 600
Los Angeles, California 90024
 (310) 571-9800
 
 Securities registered pursuant to Section 12(b) of the Act:
Common Stock
Name of Each Exchange on Which Registered: NYSE Amex
Securities registered pursuant to Section 12(g) of the Act:
None
 
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PagePART IIIITEM 10. Directors, Executive Officers and Corporate Governance
    
    
    3ITEM 11. Executive Compensation
    
    
    8ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    27ITEM 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    29ITEM 14. Principal Accounting Fees and Services
    
    
    30PART IVITEM 15. Exhibits and Financial Statement Schedules
    
    
    30Exhibit 31.1Exhibit 31.2
  2




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EXPLANATORY NOTE
   
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    
    Position(s)D. Hunt Ramsbottom
    
    
    53
    
    
    Chief Executive Officer, President and DirectorDan J. Cohrs
    
    
    57
    
    
    Chief Financial Officer and Executive Vice PresidentTom Samson
    
    
    42
    
    
    Executive Vice President and Chief Development OfficerDouglas M. Miller
    
    
    50
    
    
    Executive Vice President, Project DevelopmentHarold A. Wright
    
    
    46
    
    
    Senior Vice President and Chief Technology OfficerColin M. Morris
    
    
    38
    
    
    Vice President and General CounselMichael S. Burke (1)
    
    
    47
    
    
    DirectorGeneral Wesley K. Clark (1)
    
    
    66
    
    
    DirectorMichael F. Ray (1)
    
    
    57
    
    
    DirectorRonald M. Sega (1)
    
    
    58
    
    
    DirectorEdward M. Stern (1)
    
    
    51
    
    
    DirectorHalbert S. Washburn (1)
    
    
    50
    
    
    DirectorJohn A. Williams
    
    
    67
    
    
    DirectorDennis L. Yakobson
    
    
    74
    
    
    Director and Chairman
 
 (1)
    
    Independent Director. Information Regarding Directors with Terms Expiring in 2011:
 Michael S. Burke Director
  3




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General (ret) Wesley K. Clark, Director
 Ronald M. Sega, Director
 Dennis L. Yakobson, Director and Chairman of the Board
  4




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Information Regarding Directors with Terms Expiring in 2012:
 D. Hunt Ramsbottom, Chief Executive Officer, President and Director
 Halbert S. Washburn, Director
 Information Regarding Directors with Terms Expiring in 2013:
 Michael F. Ray, Director
 Edward M. Stern, Director
  5




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John A. Williams, Director
 Executive Officers
  Dan J. Cohrs, Executive Vice President, Chief Financial Officer and Treasurer et seq.
  6




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Tom Samson, Executive Vice President and Chief Development Officer
 Douglas M. Miller, Executive Vice President, Project Development
 Harold A. Wright, Senior Vice President and Chief Technology Officer
 Colin M. Morris, Vice President and General Counsel
 Audit Committee and Audit Committee Financial Expert
    7




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Compensation Program Objectives and Executive Summary
    8




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Independent Compensation Consultant
  Peer Group Generation and Comparison Results
  
    
    Companies in the alternative energy space, as well as technology companies with
related focus
 
    
    Companies with revenue between $50 million and $550 million
 
    
    Companies with market values between $80 million and $750 million
   9




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Core Components of Executive Compensation
 Base Salary
   10




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Annual Bonus
     1.
    
    Goal: A continued strong safety record at our facilities with an OSHA recordable rate at
or below a target rate.
 Performance: We performed better than this goal. We completed fiscal year 2010 with an OSHA
recordable rate of 3.8 recordable incidents for every 200,000 hours worked at the Companys
facilities, which is well below the industry average for comparable operations.
 2.
    
    Goal: Financial performance expectations including a) consolidated EBITDA of
approximately $(8) million and REMC EBITDA of approximately $34 million, and b) a
consolidated cash balance at the end of the fiscal year reflecting cash spending in line
with our approved budget at both REMC and within our Alternative Energy Segment.
 Performance: We fell short of the stated goals for consolidated EBITDA and cash balances.
REMCs EBITDA for fiscal 2010 was $32 million, and consolidated EBITDA was approximately
($14) million. Consolidated cash at the end of the year of approximately $26 million was
below the target. Cash spending within our alternative energy segment was better than the
target.
 3.
    
    Goal: Raise net capital proceeds sufficient to fund our budgeted activities and provide
a year-end cash cushion.
 Performance: As of the end of the fiscal year, we had raised approximately $43 million of net
capital, which was below our goal. In November 2010 we raised additional net capital of
approximately $51 million, which, when combined with the capital previously raised, exceeded
the amount of our goal for capital proceeds.
  11




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4.
    
    Goal: Successful operation of the PDU during 2010 that is within the approved budget and
that meets or exceeds performance criteria targets measured by the cost of catalyst used per
barrel of product produced.
 Performance: The PDU operated within budget during fiscal 2010. The goals regarding catalyst
usage were not met during fiscal year 2010.
 5.
    
    Goal: For the Rialto Project, negotiate and sign a contract with a qualified engineering
firm for front-end engineering and design (FEED).
 Performance: We signed the contract for FEED for the Rialto Project, engaged the contactor,
and completed scheduled FEED activities during the fiscal year.
 6.
    
    Goal: Generate revenue from engineering services and licensing of our technologies that
contributes to EBITDA.
 Performance: We did not meet our goal for licensing and engineering revenue.
 7.
    
    Goal: Other factors and accomplishments in fiscal year 2010 incremental to the stated
goals, which contribute to the success of the Company, as determined in the discretion of
the Compensation Committee and the Board at the end of the year.
 Performance: We achieved a number of important commercial and technology-related milestones
during fiscal year 2010 including, among others:
 
    
    A commercial flight by United Airlines using a 60/40 blend of traditional jet fuel
with RenJet produced at our PDU.
 
    
    Arranging for 100% RenDiesel fuel to be used in the Green Car Journals 1000-mile
drive of two Audi A3 TDIs through California, in conjunction with recognition of the
Audi A3 TDI as the Green Car of the Year®.
 
    
    Validation of our integrated technologies for production of RenDiesel and
renewable power from biomass by a study performed by an independent engineer for
potential lenders.
 
    
    Receipt of a $23 million grant from the Department of Energy by our partner,
ClearFuels Technology Inc., to build a biomass gasifier at our PDU and integrate the
operations to produce synthetic fuels from biomass feedstocks.
    1.
    
    A continued strong safety record at our facilities with an OSHA recordable rate at or
below a target rate.
 2.
    
    Performance expectations including specific targets for consolidated EBITDA, REMCs
EBITDA, consolidated capital expenditures, and production of products by REMC.
  12




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3.
    
    Raise capital proceeds sufficient to fund our budgeted activities and provide a year-end
cash cushion.
 4.
    
    Successful operation of the PDU during 2011 that meets or exceeds performance criteria
aimed at improving the economic efficiency of the Rentech Process.
 5.
    
    Construction and integration of the ClearFuels Gasifier at the PDU on schedule.
 6.
    
    Achieve financing milestones for the Rialto Project and development milestones for an
additional project.
 7.
    
    Other factors which contribute to the success of the Company as determined by the Board.
 Long-Term Incentive Equity Awards
   
    
    Under the absolute share price target award, zero to 100 percent of the performance stock
vests on April 1, 2011, with the final vesting amount dependent on the Companys volume weighted
average stock price falling within a share price target range. The Companys volume weighted stock
price must be greater than $2.00 per share on April 1, 2011 for any shares to vest, and the amount
of shares that vests increases pro-rata for a price greater than $2.00 up to a maximum vesting at
$4.00.
    
    Under the total shareholder return award, zero to 100 percent of the performance stock vests
on April 1, 2011, with the final vesting amount dependent on the Companys total shareholder return
ranking relative to the total shareholder return from April 1, 2008 until April 1, 2011 for a peer
group developed in fiscal year 2007 by the Compensation Committee in consultation with Watson Wyatt
and management comprised of Methanex Corp., Tera Industries, Inc., Aventine Renewable Energy,
Headwaters, Inc., Verasun Energy Corp., MGP Ingredients, Inc., Pacific Ethanol, Inc., Energy
Conversion Devices, Inc., Fuel Tech., Inc., Ballard Power Systems, Inc., Evergreen Energy, Inc. and
Fuelcell Energy, Inc. The Companys ranking must be greater than the 25th percentile on April 1,
2011 for any shares to vest, and the amount of shares that vests increases pro-rata for a ranking
greater than the 25th percentile up to a maximum vesting at the 75th percentile.
    
    Both performance share awards are subject to the recipients continued employment with the
Company, with vesting in a change of control and upon certain terminations without cause.
  13




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Type of Award
    
    Number of AwardsPerformance awards
    
    
    3,650,000Time-vested awards
    
    
    2,155,000Management stock purchase plan awards
    
    
    534,000Company matching of management stock purchase plan awards
    
    
    456,000Total
    
    
    6,795,000
   14




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Benefits and Perquisites
  Employment Contracts
  Tax and Accounting Considerations
 Section 162(m) of the Internal Revenue Code
  Section 280G of the Internal Revenue Code
    15




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Section 409A of the Internal Revenue Code
  Accounting for Stock-Based Compensation
  Compensation Committee Report
  Edward M. Stern, Chairman  Michael S. Burke  Halbert S. Washburn
  16




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Summary Compensation Table
  Non-
    
    
    Change inEquity
    
    
    PensionIncentive
    
    
    Value andPlan
    
    
    Deferred
    
    
    All OtherStock
    
    
    Option
    
    
    Compen-
    
    
    Compen-
    
    
    Compen-Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    sation
    
    
    sation
    
    
    sation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($) (1)
    
    
    ($) (2)
    
    
    ($) (2)
    
    
    ($)
    
    
    ($)
    
    
    ($) (3)
    
    
    ($)D. Hunt
Ramsbottom,
Chief Executive Officer
    
    
    2010
    
    
    $
    419,000
    
    
    $
    356,150
    
    
    $
    1,289,725
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    31,275
    
    
    $
    2,096,1502009
    
    
    $
    417,500
    
    
    $
    452,520
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    30,630
    
    
    $
    900,6502008
    
    
    $
    381,601
    
    
    $
    309,750
    
    
    $
    860,435
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    27,100
    
    
    $
    1,578,886Dan J. Cohrs,
Chief Financial Officer (4)
    
    
    2010
    
    
    $
    361,075
    
    
    $
    186,150
    
    
    $
    857,937
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    44,138
    
    
    $
    1,449,3002009
    
    
    $
    296,500
    
    
    $
    249,480
    
    
    $
    187,339
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    62,628
    
    
    $
    795,947Douglas M. Miller,
Executive Vice President, Project Development
    
    
    2010
    
    
    $
    351,500
    
    
    $
    123,025
    
    
    $
    658,229
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    40,716
    
    
    $
    1,173,4702009
    
    
    $
    351,500
    
    
    $
    158,175
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    40,525
    
    
    $
    550,2002008
    
    
    $
    312,874
    
    
    $
    105,450
    
    
    $
    273,360
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    38,699
    
    
    $
    730,383Richard T. Penning,
Executive Vice President, Technology and
Commercial Affairs (5)
    
    
    2010
    
    
    $
    293,400
    
    
    $
    146,700
    
    
    $
    645,527
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    71,541
    
    
    $
    1,157,1682009
    
    
    $
    293,400
    
    
    $
    112,230
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    93,878
    
    
    $
    499,5082008
    
    
    $
    268,343
    
    
    $
    71,513
    
    
    $
    231,660
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    97,821
    
    
    $
    669,337Harold A. Wright,
Senior Vice President and Chief Technology
Officer
    
    
    2010
    
    
    $
    266,700
    
    
    $
    114,750
    
    
    $
    452,553
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    21,749
    
    
    $
    855,7522009
    
    
    $
    256,800
    
    
    $
    127,125
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    21,899
    
    
    $
    405,8242008
    
    
    $
    242,494
    
    
    $
    105,938
    
    
    $
    249,172
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    22,894
    
    
    $
    620,498Colin M. Morris,
General Counsel
    
    
    2010
    
    
    $
    234,750
    
    
    $
    100,515
    
    
    $
    411,292
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    36,640
    
    
    $
    783,1972009
    
    
    $
    229,500
    
    
    $
    113,580
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    37,471
    
    
    $
    380,5512008
    
    
    $
    210,757
    
    
    $
    86,063
    
    
    $
    242,118
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    28,847
    
    
    $
    567,785
 
 (1)
    
    The bonuses that were awarded in December 2010 were payable 100% in cash.(2)
    
    The amount reflects the aggregate grant date fair value of the stock awards, calculated in
accordance with ASC Topic 718. We provide information regarding the assumptions used to
calculate the value of all stock awards made to executive officers in Note 15  Accounting
for Stock Based Compensation in our 2010 Form 10-K  to our financial statements. The amounts
reported for fiscal years 2009 and 2008 do not match the amounts reported in last years proxy
statement, due to new rule amendments which requires that the Company shows the aggregate
grant date fair value for all years.(3)
    
    All Other Compensation includes 401(k) matching contributions of $0, $15,263, $11,841,
$10,156, $9,749 and $7,765 for Messrs. Ramsbottom, Cohrs, Miller, Penning, Wright and Morris,
respectively. All Other Compensation also includes perquisites valued at the aggregate
incremental cost to Rentech consisting of automobile allowance, payment for financial and tax
planning services and the other payments made by the Company described below under
Perquisites.(4)
    
    Mr. Miller served as interim CFO from July 2008 through September 2008. Subsequent to fiscal
year end, Mr. Cohrs was appointed as the CFO in October 2008.(5)
    
    As required by Item 402(a)(3)(iv) of Regulation S-K, the table includes Mr. Penning because
he would have qualified under Item 402(a)(3)(iii) except for the fact that he did not serve as
an executive officer of Rentech at the end of the completed fiscal year.  17




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Perquisites
 Auto
    
    
    Other
    
    
    Financial &Name
    
    Allowance
    
    
    Payments
    
    
    Tax Planning
    
    
    TotalD. Hunt Ramsbottom
    
    $
    14,400
    
    
    
    
    
    
    $
    16,875
    
    
    $
    31,275Dan J. Cohrs
    
    $
    12,000
    
    
    
    
    
    
    $
    16,875
    
    
    $
    28,875Douglas M. Miller
    
    $
    12,000
    
    
    
    
    
    
    $
    16,875
    
    
    $
    28,875Richard T. Penning
    
    $
    9,000
    
    
    $
    35,510
    (1)
    
    $
    16,875
    
    
    $
    61,385Harold A. Wright
    
    $
    12,000
    
    
    
    
    
    
    
    
    
    
    $
    12,000Colin M. Morris
    
    $
    12,000
    
    
    
    
    
    
    $
    16,875
    
    
    $
    28,875
 
 (1)
    
    Relocation expenses of $32,000 and medical benefits of $3,510 paid by Rentech in
accordance with severance provisions in Mr. Pennings employment agreement. Grants of Plan-Based Awards
  All OtherAll Other
    
    
    Option
    
    
    
    
    
    
    GrantEstimated Future
    
    
    Estimated Future
    
    
    Stock
    
    
    Awards:
    
    
    Exercise or
    
    
    DatePayouts Under
    
    
    Payouts Under
    
    
    Awards:
    
    
    Number of
    
    
    Base Price of
    
    
    Closing
    
    
    GrantEquity or
    
    Non-Equity Incentive Plan Awards
    
    
    Equity Incentive Plan Awards
    
    
    Number of
    
    
    Securities
    
    
    Option
    
    
    Market
    
    
    DateGrant
    
    Non-Equity
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Shares of Stock
    
    
    Underlying
    
    
    Awards
    
    
    Price
    
    
    Fair ValueName
    
    Date
    
    Award
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    or Units (#)
    
    
    Options (#)
    
    
    ($ per Share)
    
    
    Per Share
    
    
    ($) (1)
    
    
    NotesD. Hunt Ramsbottom
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    980,292
    
    
    (2)D. Hunt Ramsbottom
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    191,604
    
    
    (3)D. Hunt Ramsbottom
    
    11/3/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133,226
    
    
    
    
    
    
    
    
    
    
    $
    1.35
    
    
    $
    92,086
    
    
    (4)D. Hunt Ramsbottom
    
    12/10/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,751
    
    
    
    
    
    
    
    
    
    
    $
    1.69
    
    
    $
    25,743
    
    
    (5)Dan J. Cohrs
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700,000
    
    
    
    700,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    686,205
    
    
    (2)Dan J. Cohrs
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    157,540
    
    
    (3)Dan J. Cohrs
    
    12/10/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,402
    
    
    
    
    
    
    
    
    
    
    $
    1.69
    
    
    $
    14,192
    
    
    (5)Douglas M. Miller
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    490,146
    
    
    (2)Douglas M. Miller
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    127,736
    
    
    (3)Douglas M. Miller
    
    11/3/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,355
    
    
    
    
    
    
    
    
    
    
    $
    1.35
    
    
    $
    31,349
    
    
    (4)Douglas M. Miller
    
    12/10/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,399
    
    
    
    
    
    
    
    
    
    
    $
    1.69
    
    
    $
    8,998
    
    
    (5)Richard Penning
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    490,146
    
    
    (2)(6)Richard Penning
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    127,736
    
    
    (3)(6)Richard Penning
    
    11/3/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,758
    
    
    
    
    
    
    
    
    
    
    $
    1.35
    
    
    $
    21,260
    
    
    (4)(6)Richard Penning
    
    12/10/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,379
    
    
    
    
    
    
    
    
    
    
    $
    1.69
    
    
    $
    6,385
    
    
    (5)(6)Harold A. Wright
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    343,102
    
    
    (2)Harold A. Wright
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    85,158
    
    
    (3)Harold A. Wright
    
    11/3/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,782
    
    
    
    
    
    
    
    
    
    
    $
    1.35
    
    
    $
    15,747
    
    
    (4)Harold A. Wright
    
    12/10/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,876
    
    
    
    
    
    
    
    
    
    
    $
    1.69
    
    
    $
    8,546
    
    
    (5)Colin M. Morris
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    294,088
    
    
    (2)Colin M. Morris
    
    11/17/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    $
    85,158
    
    
    (3)Colin M. Morris
    
    11/3/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,016
    
    
    
    
    
    
    
    
    
    
    $
    1.35
    
    
    $
    25,585
    
    
    (4)Colin M. Morris
    
    12/10/09
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,467
    
    
    
    
    
    
    
    
    
    
    $
    1.69
    
    
    $
    6,461
    
    
    (5)
 
 (1)
    
    Amounts reflect the full grant date fair value of restricted stock units granted during
fiscal year 2010 computed in accordance with ASC Topic 718, rather than the amounts paid to or
realized by the named individual. We provide information regarding the assumptions used to
calculate the fair value of all stock awards made to named executive officers in Note 15 
Accounting for Stock Based Compensation in our 2010 Form 10-K  to our financial statements.(2)
    
    Represents RSU awards that may vest upon the achievement of certain performance targets.
Vesting of the RSU awards is tied to milestones related to the development, construction and
operation of the Companys Rialto Project or another comparable project designated by the
Compensation Committee. Sixty percent (60%) of the shares underlying each RSU award will vest
upon the closing on financing for the project, twenty percent (20%) of the shares underlying
each RSU award will vest upon completion of construction and initial operation of the project
facility and twenty percent (20%) of the shares underlying each RSU award will vest upon
sustained operation of the project facility.(3)
    
    Represents RSU awards that vest in three equal annual installments starting on November 17,
2010.(4)
    
    Represents RSU awards of which 50%  55% have vested and the remaining portion will vest
November 3, 2012.(5)
    
    Represents RSU awards of which 50% have vested and the remaining portion will vest on
December 10, 2012.(6)
    
    At the end of fiscal year 2010, Mr. Penning no longer served as an executive officer of our
Company and his awards were no longer outstanding.  18




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year End
  Option Awards
    
    
    Stock AwardsEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    EquityIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Equity IncentivePlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Plan Awards:
    
    
    Plan Awards:Number of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    Value
    
    
    Number of
    
    
    Market orSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    of Shares or
    
    
    of Shares or
    
    
    Unearned
    
    
    PayoutUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    Shares, Units
    
    
    Value of UnearnedUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock
    
    
    Stock
    
    
    or
    
    
    Shares, Units orOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    that have not
    
    
    that have not
    
    
    Other Rights
    
    
    Other Rights(#)
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    that have not
    
    
    that have notName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($) (1)
    
    
    Vested (#)
    
    
    Vested ($)(1)
    
    
    NotesD. Hunt Ramsbottom
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2)
    
    
    
    
    
    
    
    787,500
    
    
    $
    1.82
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,687
    
    
    $
    57,110
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    49,500
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    $
    173,250
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    $
    173,250
    
    
    (7)2,082,500
    
    
    
    
    
    
    
    
    
    
    $
    1.82
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    $
    990,000
    
    
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,000
    
    
    $
    222,750
    
    
    
    
    
    
    
    
    
    
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133,226
    
    
    $
    131,894
    
    
    
    
    
    
    
    
    
    
    (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,751
    
    
    $
    29,453
    
    
    
    
    
    
    
    
    
    
    (13)Dan J. Cohrs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216,667
    
    
    $
    214,500
    
    
    
    
    
    
    
    
    
    
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    $
    54,698
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    $
    54,698
    
    
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700,000
    
    
    $
    693,000
    
    
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185,000
    
    
    $
    183,150
    
    
    
    
    
    
    
    
    
    
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,402
    
    
    $
    16,238
    
    
    
    
    
    
    
    
    
    
    (13)Douglas M. Miller
    
    
    130,000
    
    
    
    
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,665
    
    
    $
    12,538
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,834
    
    
    $
    19,636
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    $
    54,698
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    $
    54,698
    
    
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    $
    495,000
    
    
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    $
    148,500
    
    
    
    
    
    
    
    
    
    
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,355
    
    
    $
    44,901
    
    
    
    
    
    
    
    
    
    
    (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,399
    
    
    $
    10,295
    
    
    
    
    
    
    
    
    
    
    (13)Harold A. Wright
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,933
    
    
    $
    16,764
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,666
    
    
    $
    18,479
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,000
    
    
    $
    41,580
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,000
    
    
    $
    41,580
    
    
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    $
    346,500
    
    
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    99,000
    
    
    
    
    
    
    
    
    
    
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,782
    
    
    $
    22,554
    
    
    
    
    
    
    
    
    
    
    (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,876
    
    
    $
    9,777
    
    
    
    
    
    
    
    
    
    
    (13)Colin M. Morris
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,644
    
    
    $
    15,488
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,334
    
    
    $
    16,171
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    $
    45,045
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    $
    45,045
    
    
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    $
    297,000
    
    
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    99,000
    
    
    
    
    
    
    
    
    
    
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,016
    
    
    $
    36,646
    
    
    
    
    
    
    
    
    
    
    (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,467
    
    
    $
    7,392
    
    
    
    
    
    
    
    
    
    
    (13)
 
 (1)
    
    Calculated based on the $0.99 closing price of Rentechs common stock on September 30, 2010.(2)
    
    Represents a stock option award that vested in three equal annual installments starting on
July 14, 2007.(3)
    
    Represents a warrant granted in 2005 and held by East Cliff Advisors, LLC, an entity
affiliated with Mr. Ramsbottom. Half of the warrant will vest upon the sooner of Rentechs
stock price reaching $5.25 or higher for 12 consecutive trading days or December 31, 2011 as
long as Mr. Ramsbottom is still an employee of the Company. The expiration date for this half
of the warrant has been extended to December 31, 2012. The other half of the warrant will vest
upon Rentechs stock price reaching $5.25 or higher for 12 consecutive trading days and the
expiration date for this half of the warrant has been extended to the earlier of 90 days after
Mr. Ramsbottom ceases to be employed by the Company or December 31, 2011.  19




---



##### Table of Contents



(4)
    
    Represents a RSU award that vests on April 1, 2011.(5)
    
    Represents a RSU award that vests in three equal annual installments starting on April 1,
2009.(6)
    
    Represents a performance share award, zero to 100% of which vests on April 1, 2011 depending
on the Companys volume weighted stock price on such date falling within a share price target
range of greater than $2.00 and up to $4.00.(7)
    
    Represents a performance share award, zero to 100% of which vests on April 1, 2011 depending
on the Companys total shareholder return ranking relative to the total shareholder return of
a specified peer group.(8)
    
    Represents a warrant held by East Cliff Advisors, LLC, an entity affiliated with Mr.
Ramsbottom. The expiration date for this warrant is the earlier of 90 days after Mr.
Ramsbottom ceases to be employed by the Company or December 31, 2011.(9)
    
    Represents a RSU award that vests in three equal annual installments starting on October 22,
2009.(10)
    
    Represents RSU awards that may vest upon the achievement of certain performance targets.
Vesting of the RSU awards is tied to milestones related to the development, construction and
operation of the Companys Rialto Project or another comparable project designated by the
Compensation Committee. Sixty percent (60%) of the shares underlying each RSU award will vest
upon the closing on financing for the project, twenty percent (20%) of the shares underlying
each RSU award will vest upon completion of construction and initial operation of the project
facility and twenty percent (20%) of the shares underlying each RSU award will vest upon
sustained operation of the project facility.(11)
    
    Represents RSU awards that vest in three equal installments starting on November 17, 2010.(12)
    
    Represents RSU awards of which 50%  55% have vested and the remaining portion will vest
November 3, 2012.(13)
    
    Represents RSU awards of which 50% have vested and the remaining portion will vest on
December 10, 2012. Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Value
    
    
    Number of
    
    
    ValueShares Acquired
    
    
    Realized
    
    
    Shares Acquired
    
    
    Realizedon Exercise
    
    
    on Exercise
    
    
    on Vesting
    
    
    on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($) (1)D. Hunt Ramsbottom
    
    
    
    
    
    
    
    
    
    
    31,660
    
    
    $
    32,610Dan J. Cohrs
    
    
    
    
    
    
    
    
    
    
    69,604
    
    
    $
    109,278Douglas M. Miller
    
    
    
    
    
    
    
    
    
    
    11,545
    
    
    $
    11,891Richard T. Penning
    
    
    
    
    
    
    
    
    
    
    106,973
    
    
    $
    125,420Harold A. Wright
    
    
    
    
    
    
    
    
    
    
    44,226
    
    
    $
    45,553Colin M. Morris
    
    
    
    
    
    
    
    
    
    
    9,150
    
    
    $
    9,425
 
 (1)
    
    Represents the amount equal to the closing market price of the a share of the Companys
common stock on the date of vesting multiplied by the number of shares pursuant to the RSU
award that vested on such date. Potential Payments upon Termination or Change-in-Control
   20




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Termination without Cause or for Good Reason as of September 30, 2010
 Cash
    
    
    Acceleration
    
    
    MedicalSeverance
    
    
    of Restricted
    
    
    BenefitsName
    
    Payments
    
    
    Stock Units
    
    
    Payments
    
    
    Gross-up
    
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,257,000
    
    
    $
    86,625
    
    
    $
    26,895
    
    
    
    
    
    
    $
    1,370,520Dan J. Cohrs (2)
    
    $
    580,800
    
    
    $
    134,599
    
    
    $
    26,895
    
    
    
    
    
    
    $
    742,294Douglas M. Miller (3)
    
    $
    527,250
    
    
    $
    27,349
    
    
    $
    26,895
    
    
    
    
    
    
    $
    581,494Harold A. Wright (4)
    
    $
    405,000
    
    
    $
    20,790
    
    
    $
    26,895
    
    
    
    
    
    
    $
    452,685Colin M. Morris (5)
    
    $
    354,750
    
    
    $
    22,523
    
    
    $
    10,589
    
    
    
    
    
    
    $
    387,862
 
 (1)
    
    Mr. Ramsbottoms cash severance payments would equal three times his annual base salary
paid over the two year period after his termination date. Mr. Ramsbottoms medical benefits
would be paid by the Company for 18 months. Based upon the total shareholder return of the
Company as of September 30, 2010 relative to the specified peer group, 50% of Mr.
Ramsbottoms total shareholder return performance share award would accelerate and vest
upon termination.(2)
    
    Mr. Cohrs cash severance payments would equal the sum of (a) his annual base salary
paid over the one year period after executives termination date and (b) a target bonus
equal to 60% of his annual base salary paid on the date when executive bonuses are paid for
the fiscal year in which the termination takes place. Mr. Cohrs medical benefits would be
paid by the Company for 18 months. Based upon the total shareholder return of the Company
as of September 30, 2010 relative to the specified peer group, 50% of Mr. Cohrs total
shareholder return performance share award would accelerate and vest upon termination. In
addition, the RSUs scheduled to vest over the next 12 months pursuant to his inducement
award would accelerate and vest upon termination.(3)
    
    Mr. Millers cash severance payments would equal the sum of (a) his annual base salary
paid over the one year period after executives termination date and (b) a target bonus
equal to 50% of his annual base salary paid on the date when executive bonuses are paid for
the fiscal year in which the termination takes place. Mr. Millers medical benefits would
be paid by the Company for 18 months. Based upon the total shareholder return of the
Company as of September 30, 2010 relative to the specified peer group, 50% of Mr. Millers
total shareholder return performance share award would accelerate and vest upon
termination.(4)
    
    Mr. Wrights cash severance payments would equal the sum of (a) his annual base salary
paid over the one year period after his termination date and (b) a target bonus equal to
50% of his annual base salary paid on the date when executive bonuses are paid for the
fiscal year in which the termination takes place. Mr. Wrights medical benefits would be
paid by the Company for 18 months. Based upon the total shareholder return of the Company
as of September 30, 2010 relative to the specified peer group, 50% of Mr. Wrights total
shareholder return performance share award would accelerate and vest upon termination.(5)
    
    Mr. Morris cash severance payments would equal the sum of (a) his annual base salary
paid over the one year period after his termination date and (b) a target bonus equal to
50% of his annual base salary paid on the date when executive bonuses are paid for the
fiscal year in which the termination takes place. Mr. Morris medical benefits would be
paid by the Company for 18 months. Based upon the total shareholder return of the Company
as of September 30, 2010 relative to the specified peer group, 50% of Mr. Morris total
shareholder return performance share award would accelerate and vest upon termination.  21




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##### Table of Contents



Termination For Non-Renewal of Employment Agreement
 Cash
    
    
    Acceleration
    
    
    MedicalSeverance
    
    
    of Restricted
    
    
    BenefitsName
    
    Payments
    
    
    Stock Units
    
    
    Payments
    
    
    Gross-up
    
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,257,000
    
    
    $
    86,625
    
    
    $
    26,895
    
    
    
    
    
    
    $
    1,370,520Dan J. Cohrs (2)
    
    $
    363,000
    
    
    $
    134,599
    
    
    
    
    
    
    
    
    
    
    $
    497,599Douglas M. Miller (3)
    
    $
    351,500
    
    
    $
    27,349
    
    
    
    
    
    
    
    
    
    
    $
    378,849Harold A. Wright (4)
    
    $
    270,000
    
    
    $
    20,790
    
    
    
    
    
    
    
    
    
    
    $
    290,790Colin M. Morris (5)
    
    $
    236,500
    
    
    $
    22,523
    
    
    
    
    
    
    
    
    
    
    $
    259,023
 
 (1)
    
    Mr. Ramsbottoms cash severance payments would equal three times his annual base salary
paid over the two year period after his termination date. Mr. Ramsbottoms medical benefits
would be paid by the Company for 18 months. Based upon the total shareholder return of the
Company as of September 30, 2010 relative to the specified peer group, 50% of Mr.
Ramsbottoms total shareholder return performance share award would accelerate and vest
upon termination.(2)
    
    Mr. Cohrs cash severance payments would equal to his annual base salary paid over the
one year period after executives termination date. Based upon the total shareholder
return of the Company as of September 30, 2010 relative to the specified peer group, 50% of
Mr. Cohrs total shareholder return performance share award would accelerate and vest upon
termination. In addition, the RSUs scheduled to vest over the next 12 months pursuant to
his inducement award would accelerate and vest upon termination.(3)
    
    Mr. Millers cash severance payments would equal to his annual base salary paid over
the one year period after executives termination date. Based upon the total shareholder
return of the Company as of September 30, 2010 relative to the specified peer group, 50% of
Mr. Millers total shareholder return performance share award would accelerate and vest
upon termination.(4)
    
    Mr. Wrights cash severance payments would equal to his annual base salary paid over
the one year period after executives termination date. Based upon the total shareholder
return of the Company as of September 30, 2010 relative to the specified peer group, 50% of
Mr. Wrights total shareholder return performance share award would accelerate and vest
upon termination.(5)
    
    Mr. Morris cash severance payments would equal to his annual base salary paid over the
one year period after executives termination date. Based upon the total shareholder return
of the Company as of September 30, 2010 relative to the specified peer group, 50% of Mr.
Morris total shareholder return performance share award would accelerate and vest upon
termination.
 Termination without Cause, for Good Reason or Non-Renewal of Employment Agreement upon a Change in
Control as of September 30, 2010
 Cash
    
    
    Acceleration
    
    
    MedicalSeverance
    
    
    of Restricted
    
    
    BenefitsName
    
    Payments
    
    
    Stock Units
    
    
    Payments
    
    
    Gross-up
    
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,257,000
    
    
    $
    837,207
    
    
    
    
    
    
    
    
    
    
    $
    2,094,207Dan J. Cohrs (2)
    
    $
    580,800
    
    
    $
    523,283
    
    
    
    
    
    
    
    
    
    
    $
    1,104,083Douglas M. Miller (3)
    
    $
    527,250
    
    
    $
    345,264
    
    
    
    
    
    
    
    
    
    
    $
    872,514Harold A. Wright (3)
    
    $
    405,000
    
    
    $
    249,735
    
    
    
    
    
    
    
    
    
    
    $
    654,735Colin M. Morris (3)
    
    $
    354,750
    
    
    $
    264,787
    
    
    
    
    
    
    
    
    
    
    $
    619,537
 
 (1)
    
    Mr. Ramsbottoms cash severance payments would equal the sum of (a) two times his
annual base salary and (b) the higher of (i) his target bonus equal to his annual base
salary or (ii) his prior years actual bonus. The cash severance payments would be due
within ten business days of his termination. All of Mr. Ramsbottoms RSU Awards and
performance share awards would accelerate and vest upon termination, excluding the RSU
award with vesting based on achievement of project milestones.(2)
    
    Mr. Cohrs cash severance payments would equal the sum of (a) his annual base salary
and (b) the higher of (i) his target bonus equal to 60% of his annual base salary or (ii)
his prior years actual bonus. The cash severance payments would be due within ten business
days of his termination. All of executives RSU Awards and performance share awards would
accelerate and vest upon termination, excluding the RSU award with vesting based on
achievement of project milestones.(3)
    
    The executives cash severance payments would equal the sum of (a) executives annual
base salary and (b) the higher of (i) executives target bonus equal to 50% of his annual
base salary or (ii) executives prior years actual bonus. The cash severance payments
would be due within ten business days of executives termination. RSU Awards and
performance share awards would accelerate and vest upon termination, excluding the RSU
award with vesting based on achievement of project milestones.
  22




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##### Table of Contents



Change in Control or Termination upon Death or Disability
  Change in
    
    
    Death orName
    
    Control
    
    
    DisabilityD. Hunt Ramsbottom
    
    $
    614,457
    
    
    $
    577,332Dan J. Cohrs
    
    $
    125,633
    
    
    $
    441,237Douglas M. Miller
    
    $
    196,764
    
    
    $
    263,218Harold A. Wright
    
    $
    150,735
    
    
    $
    187,365Colin M. Morris
    
    $
    165,786
    
    
    $
    197,219
 Director Compensation
  Change in PensionFees
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Value andEarned or
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    NonqualifiedPaid in
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Deferred
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($) (1)
    
    
    ($) (1)
    
    
    ($)
    
    
    Earnings
    
    
    ($)
    
    
    ($)Michael S. Burke
    
    $
    42,500
    
    
    $
    50,040
    
    
    $
    24,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    117,531Michael F. Ray
    
    $
    39,750
    
    
    $
    50,040
    
    
    $
    24,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    114,781Ronald M. Sega
    
    $
    32,250
    
    
    $
    50,040
    
    
    $
    24,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    107,281Edward M. Stern
    
    $
    39,750
    
    
    $
    50,040
    
    
    $
    24,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    114,781Halbert S. Washburn
    
    $
    37,000
    
    
    $
    50,040
    
    
    $
    24,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    112,031John A. Williams
    
    $
    25,000
    
    
    $
    50,040
    
    
    $
    46,218
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    121,258Dennis L. Yakobson
    
    $
    50,000
    
    
    $
    50,040
    
    
    $
    24,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    125,031
 
 (1)
    
    The amount reflects the aggregate grant date fair value for the 2010 awards, calculated in
accordance with ASC Topic 718. We provide information regarding the assumptions used to
calculate the value of all stock awards granted in Note 15  Accounting for Stock Based
Compensation in our 2010 Form 10-K  to our financial statements.
    23




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##### Table of Contents



Employment Contracts
  D. Hunt Ramsbottom
  Dan J. Cohrs
  Richard T. Penning
   24




---



##### Table of Contents



Douglas M. Miller
  Harold A. Wright
  Colin M. Morris
   25




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Compensation Risk Assessment
  
    
    The mix of fixed (base salary) and variable (cash annual incentive and equity)
compensation, including short-term (cash annual incentive) and long-term (equity)
incentives, reduces the significance of any one particular compensation component;
 
    
    The mix of various types of equity awards (including RSUs and stock options) which
have different vesting provisions that are based on a variety of factors including
stock performance, accomplishment of commercial milestones and time vesting, so that
no single event drives long-term compensation;
 
    
    The fact that all of our equity awards vest over time, typically three years,
encouraging a long-term view by recipients;
 
    
    The Compensation Committee oversees the Companys equity plans and incentive based
bonus awards and has the discretion to reduce or eliminate bonuses based on
performance; and
 
    
    A formal performance evaluation approach based on quantitative and qualitative
performance is used company-wide setting cash and equity incentives.
  26




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Security Ownership of Certain Beneficial Owners and Management
  Directors and Executive Officers (1)(2)
    
    Amount and Nature of
    
    
    PercentListed in alphabetical order
    
    Beneficial Ownership (3)
    
    
    of ClassMichael S. Burke
    
    
    216,100
    
    
    
    *General Wesley K. Clark
    
    
    20,000
    
    
    
    *Dan J. Cohrs
    
    
    193,650
    
    
    
    *Douglas M. Miller
    
    
    472,359
    
    
    
    *Colin M. Morris
    
    
    276,298
    
    
    
    *D. Hunt Ramsbottom (4)(5)
    
    
    2,941,393
    
    
    
    1.3
    %Michael F. Ray (6)
    
    
    359,837
    
    
    
    *Richard T. Penning(7)
    
    
    288,944
    
    
    
    *Ronald M. Sega
    
    
    186,100
    
    
    
    *Edward M. Stern
    
    
    226,100
    
    
    
    *Halbert S. Washburn
    
    
    223,100
    
    
    
    *John A. Williams
    
    
    3,630,343
    
    
    
    1.6
    %Harold A. Wright
    
    
    213,179
    
    
    
    *Dennis L. Yakobson (8)
    
    
    684,104
    
    
    
    *All Directors and Executive Officers as a Group (15 persons)
    
    
    9,931,507
    
    
    
    4.4
    %
 Beneficial Owners of
    
    Amount and Nature of
    
    
    PercentMore than 5%
    
    Beneficial Ownership
    
    
    of ClassBlackRock, Inc. (9)
    
    
    28,572,196
    
    
    
    12.9
    %
 
 *
    
    Less than 1%.(1)
    
    Except as otherwise noted and subject to applicable community property laws, each shareholder
has sole voting and investment power with respect to the shares beneficially owned. The
business address of each director and executive officer is c/o Rentech, Inc., 10877 Wilshire
Blvd., Suite 600, Los Angeles, CA 90024.(2)
    
    If a person has the right to acquire shares of common stock subject to options and other
convertible or exercisable securities within 60 days of January 13, 2011, then such shares are
deemed outstanding for purposes of computing the percentage ownership of that person, but are
not deemed outstanding for purposes of computing the percentage ownership of any other person.
The following shares of common stock subject to stock options, warrants and RSUs (including
RSUs which are fully vested but not yet paid out until the earlier of the recipients
termination and three years from award) may be acquired within 60 days of January 13, 2011 and
are included in the table above: 
    
    Michael S. Burke  65,000 under options;
    
    General Wesley K. Clark  20,000 under options;
    
    Dan J. Cohrs  16,402 under RSUs;
    
    Douglas M. Miller  130,000 under options and 79,758 under RSUs;
    
    Colin M. Morris  75,000 under options and 69,380 under RSUs;
    
    D. Hunt Ramsbottom  2,082,500 under warrants, 250,000 under options and 253,970 under
RSUs;
    
    Michael F. Ray  60,000 under options;
    
    Ronald M. Sega  50,000 under options;
  27




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##### Table of Contents




    
    Edward M. Stern  65,000 under options;
    
    Halbert S. Washburn  60,000 under options;
    
    John A. Williams  20,000 under options;
    
    Harold A. Wright  49,592 under RSUs; and
    
    Dennis L. Yakobson  160,000 under options.
 (3)
    
    Information with respect to beneficial ownership is based upon information furnished by each
shareholder or contained in filings with the SEC.(4)
    
    Includes a warrant held by East Cliff Advisors, LLC for 2,082,500 shares and excludes a
warrant held by East Cliff Advisors, LLC for 787,500 shares. With respect to the warrant for
787,500 shares, half of these warrants will vest upon the earlier of Rentechs stock price
reaching $5.25 or higher for 12 consecutive trading days or December 31, 2011 as long as Mr.
Ramsbottom is still an employee of the Company. The other 393,750 warrants will vest upon
Rentechs stock price reaching $5.25 or higher for 12 consecutive trading days. The exercise
price of each of the warrants is $1.82 per share. Mr. Ramsbottom is the managing member and
has sole investment and voting power in East Cliff Advisors, LLC.(5)
    
    Includes 38,000 shares held for the benefit of Mr. Ramsbottoms children as to which Mr.
Ramsbottom disclaims beneficial ownership.(6)
    
    Includes 7,500 shares held by Mr. Rays spouses IRA as to which Mr. Ray disclaims beneficial
ownership.(7)
    
    Reflects Mr. Pennings holdings as of June 18, 2010, his last day of employment with the
Company.(8)
    
    Includes 20,000 shares held in custodial accounts as to which Mr. Yakobson disclaims
beneficial ownership.(9)
    
    Based on information in a Schedule 13G filed by BlackRock, Inc. (BlackRock) with the SEC on
January 10, 2011 for its holdings as of December 31, 2010. BlackRock reported that it has sole
power to vote and to dispose of all 28,572,196 shares. BlackRocks principal business office
address is 40 East 52nd Street, New York, NY 10022.  28




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##### Table of Contents



Equity Compensation Plan Information
  Number ofsecurities remainingNumber of securities
    
    
    
    
    
    
    available for futureto be issued
    
    
    Weighted-average
    
    
    issuance under equityupon exercise of
    
    
    exercise price of
    
    
    compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan category
    
    warrants and rights (a)
    
    
    warrants and rights (b)
    
    
    reflected in column (a)) (c)Equity compensation plans approved by security holders
    
    
    9,640,000
    
    
    $
    0.72
    
    
    
    4,707,000Equity compensation plans not approved by security holders
    
    
    2,409,000
    
    
    $
    1.57
    
    
    
    Total
    
    
    12,049,000
    
    
    $
    0.89
    
    
    
    4,707,000
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Party Transactions
     29




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  Fiscal Year
    
    
    Fiscal Year2010
    
    
    2009PricewaterhouseCoopers LLP:Audit Fees (1)
    
    $
    1,047,235
    
    
    $
    905,229Audit-Related Fees (2)
    
    
    15,000
    
    
    
    33,970Tax Fees (3)
    
    
    157,000
    
    
    
    206,215All Other Fees
    
    
    
    
    
    
    Total
    
    $
    1,219,235
    
    
    $
    1,145,414
 
 (1)
    
    Represents the aggregate fees billed and expected to be billed for professional
services rendered for the audit of Rentechs consolidated financial statements for fiscal
years ended September 30, 2010 and 2009, and for the audit of Rentechs internal control
over financial reporting and for reviews of the financial statements included in Rentechs
quarterly reports on Form 10-Q, assistance with Securities Act filings and related matters,
consents issued in connection with SEC filings, and consultations on financial accounting
and reporting standards arising during the course of the audit for fiscal years 2010 and
2009.(2)
    
    Represents fees billed for assurance and related services that are reasonably related
to the performance of the audit or review of Rentechs financial statements, and are not
reported as Audit Fees.(3)
    
    Represents the aggregate fees billed and expected to be billed for Rentechs 2010 and
2009 tax return and tax consultation regarding property and sales tax issues.  
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES      30




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EXHIBIT INDEX
 2.1
    
    
    Agreement and Plan of Merger, dated June 23, 2009 among Rentech, Inc., SilvaGas
Holdings Corporation, RTK Acquisition Sub, Inc., RTK Acquisition Sub, LLC, John A.
Williams as the Principal Stockholder, Milton Farris as the Stockholder
Representative and the other stockholders of the SilvaGas Holdings Corporation party
thereto (incorporated by reference to Exhibit 2.1 to Companys Current Report on Form
8-K filed on June 24, 2009).3.1
    
    
    Amended and Restated Articles of Incorporation, dated April 29, 2005 (incorporated by
reference to Exhibit 3(i) to Quarterly Report on Form 10-Q, for the quarterly period
ended March 31, 2005, filed May 9, 2005).3.2
    
    
    Articles of Amendment to Amended and Restated Articles of Incorporation of Rentech,
Inc. (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q, for
the quarterly period ended March 31, 2008, filed May 9, 2008).3.3
    
    
    Articles of Amendment to Amended and Restated Articles of Incorporation of Rentech,
Inc. (incorporated by reference to Exhibit 3.1 to Companys Current Report on Form 8-K
filed on May 22, 2009).3.4
    
    
    Articles of Amendment to Amended and Restated Articles of Incorporation of Rentech,
Inc., as amended (incorporated by reference to Exhibit 3.1 to Companys Current Report
on Form 8-K filed on May 14, 2010).3.5
    
    
    Bylaws dated November 30, 2004 (incorporated by reference to Exhibit 3(ii) to Annual
Report on Form 10-K for the year ended September 30, 2004 filed December 9, 2004).4.1
    
    
    Stock Purchase Warrant, dated September 17, 2004, by and between Rentech, Inc. and
Mitchell Technology Investments (incorporated by reference to Exhibit 10.2 to Current
Report on Form 8-K filed September 23, 2004).4.2
    
    
    Registration Rights Agreement, dated September 17, 2004, by and between Rentech, Inc.
and Mitchell Technology Investments (incorporated by reference to Exhibit 10.3 to
Current Report on Form 8-K filed September 23, 2004).4.3
    
    
    Warrant to Purchase 1,000,000 Shares of Common Stock by and between Rentech, Inc. and
DKRW Advanced Fuels LLC, dated January 12, 2006 (incorporated by reference to Exhibit
2.1 to Current Report on Form 8-K filed January 19, 2006).4.4
    
    
    Indenture dated April 18, 2006, by and between Rentech, Inc. and Wells Fargo Bank,
National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Current
Report on Form 8-K filed April 18, 2006).4.5
    
    
    Officers Certificate to Indenture dated April 18, 2006 to Indenture (incorporated by
reference to Exhibit 4.3 to Current Report on Form 8-K filed April 18, 2006).4.6
    
    
    Form of 4.00% Convertible Senior Note Due 2013 (incorporated by reference to Exhibit
4.4 to Current Report on Form 8-K filed April 18, 2006).4.7
    
    
    Form of Warrant to purchase shares of Common Stock (incorporated by reference to
exhibit 10.3 to Current Report on Form 8-K filed April 20, 2007).4.8
    
    
    Form of Warrant to purchase shares of Common Stock (incorporated by reference to
exhibit 10.2 to Current Report on Form 8-K filed January 20, 2009).4.9
    
    
    Warrant Agreement, dated June 23, 2009 between Rentech, Inc. and ClearFuels Technology
Inc. (incorporated by reference to exhibit 10.1 to Companys Current Report on Form 8-K
filed on June 24, 2009).10.1
    *
    
    Amended and Restated Employment Agreement by and between Rentech, Inc. and D. Hunt
Ramsbottom, Jr. dated December 31, 2008 (incorporated by reference to Exhibit 10.43 to
Amendment No. 1 to Annual Report on Form 10-K/A filed January 28, 2009).
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10.2
    *
    
    Amended and Restated Employment Agreement by and between Rentech, Inc. and Douglas M.
Miller dated December 31, 2008 (incorporated by reference to Exhibit 10.44 to
Amendment No. 1 to Annual Report on Form 10-K/A filed January 28, 2009).10.3
    *
    
    Employment Agreement by and between Rentech, Inc. and Dan J. Cohrs, dated October 22,
2008 (incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for year
ended September 30, 2008 filed December 15, 2008).10.4
    */***
    
    Employment Agreement by and between Rentech, Inc. and Tom Samson, dated October 5, 2010.10.5
    *
    
    Employment Agreement with Colin Morris (incorporated by reference to exhibit 10.3 to
Companys Current Report on Form 8-K filed on November 6, 2009).10.6
    */***
    
    Rentech, Inc. Compensation Plan for Non-Employee Directors.10.7
    
    
    Stock Purchase Agreement, dated June 24, 2009, between Rentech, Inc. and the Buyers
party thereto (incorporated by reference to exhibit 10.1 to Companys Current Report on
Form 8-K filed on June 25, 2009).10.8
    
    
    Placement Agent Agreement, dated August 20, 2009 between Rentech, Inc. and Roth Capital
Partners, LLC. (incorporated by reference to exhibit 10.1 to Companys Current Report
on Form 8-K filed on August 21, 2009).10.9
    
    
    Form of Subscription Agreement (incorporated by reference to exhibit 10.2 to Companys
Current Report on Form 8-K filed on August 21, 2009).10.10
    
    
    Placement Agent Agreement, dated September 23, 2009 between Rentech, Inc. and Brean
Murray, Carret & Co., LLC. (incorporated by reference to exhibit 10.1 to Companys
Current Report on Form 8-K filed on September 23, 2009).10.11
    
    
    Form of Subscription Agreement (incorporated by reference to exhibit 10.2 to Companys
Current Report on Form 8-K filed on September 23, 2009).10.12
    
    
    Lease Agreement dated as of April 21, 2006 with Center West (incorporated by reference
to Exhibit 99.1 to Current Report on Form 8-K filed April 21, 2006).10.13
    
    
    Rider to the Lease Agreement dated as of April 21, 2006 by and between Rentech, Inc.
and Center West (incorporated by reference to Exhibit 99.2 to Current Report on Form
8-K filed April 21, 2006).10.14
    
    
    Second Amendment to Lease, dated January 21, 2010, by and between Rentech, Inc. and
Center West (incorporated by reference to exhibit 10.1 to Current Report on Form 8-K
filed January 26, 2010).10.15
    *
    
    Form of Stock Option Grant Notice and Stock Option Agreement under 2006 Incentive Award
Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed
July 20, 2006).10.16
    *
    
    2005 Stock Option Plan (incorporated by reference to Exhibit 10.34 to Quarterly Report
on Form 10-Q for the fiscal quarter ended December 31, 2004 filed February 9, 2005).10.17
    *
    
    Amended and Restated Rentech, Inc. 2006 Incentive Award Plan (incorporated by reference
to Exhibit 10.1 to Current Report on Form 8-K filed March 29, 2007).10.18
    *
    
    First Amendment to Rentechs Amended and Restated 2006 Incentive Award Plan
(incorporated by reference to exhibit 10.1 to Companys Current Report on Form 8-K
filed on November 6, 2009).10.19
    *
    
    Rentech, Inc. 2009 Incentive Award Plan (incorporated by reference to exhibit 10.1 to
Companys Current Report on Form 8-K filed on May 22, 2009).10.20
    *
    
    First Amendment to Rentechs 2009 Incentive Award Plan (incorporated by reference to
exhibit 10.2 to Companys Current Report on Form 8-K filed on November 6, 2009).10.21
    **
    
    Development Cost Sharing and Equity Option Agreement, dated May 25, 2007 by and between
Rentech, Inc. and Peabody Venture Fund, LLC (incorporated by reference to exhibit 10.1
to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on
August 9, 2007).
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10.22
    *
    
    Form of Absolute Share Price Target Performance Share Award Agreement (incorporated by
reference to exhibit 10.1 to Current Report on Form 8-K filed July 23, 2008).10.23
    *
    
    Form of Total Shareholder Return Performance Share Award Agreement (incorporated by
reference to exhibit 10.2 to Current Report on Form 8-K filed July 23, 2008).10.24
    *
    
    Form of Performance Vesting Restricted Stock Unit Agreement (incorporated by reference
to exhibit 10.1 to Current Report on Form 8-K filed November 23, 2009).10.25
    
    
    Form of Distribution Agreement by and between Rentech Development Inc. and
Royster-Clark Resources LLC (incorporated by reference to Exhibit 10.40 to Annual
Report on Form 10-K for the year ended September 30, 2005 filed December 9, 2005).**10.26
    
    
    Amendment to the Distribution Agreement, dated October 13, 2009 among Rentech Energy
Midwest Corporation, Rentech Development Corporation and Agrium U.S., Inc.
(incorporated by reference to Exhibit 10.35 to Annual Report on Form 10-K for year
ended September 30, 2009 filed December 14, 2009).10.27
    
    
    Credit Agreement, dated January 29, 2010, by and among Rentech Energy Midwest
Corporation, as the borrower, Rentech, Inc. and Credit Suisse AG, Cayman Islands
Branch, individually and as Administrative Agent and Collateral Agent (incorporated by
reference to exhibit 10.1 to Current Report on Form 8-K filed February 1, 2010).10.28
    
    
    Guarantee and Collateral Agreement, dated January 29, 2010, by and among Rentech Energy
Midwest Corporation, Rentech, Inc., the subsidiaries of Rentech, Inc. listed therein
and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent (incorporated by
reference to exhibit 10.2 to Current Report on Form 8-K filed February 1, 2010).10.29
    
    
    Real Estate Mortgage, Assignment of Rents, Security Agreement and UCC Fixture Filing,
dated January 29, 2010, by and among Rentech Energy Midwest Corporation, Rentech, Inc.
and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral
Agent (incorporated by reference to exhibit 10.3 to Current Report on Form 8-K filed
February 1, 2010).10.30
    
    
    Amendment to Credit Agreement, Waiver and Collateral Agent Consent, dated July 21,
2010, among Rentech Energy Midwest Corporation, Rentech, Inc., certain subsidiaries of
Rentech, Inc., the Lenders party thereto and Credit Suisse AG, Cayman Islands Branch
(incorporated by reference to exhibit 10.1 to Current Report on Form 8-K filed July 26,
2010).10.31
    
    
    Incremental Loan Assumption Agreement, dated July 21, 2010, among Rentech Energy
Midwest Corporation, Rentech, Inc., certain subsidiaries of Rentech, Inc., the
Incremental Lenders party thereto and Credit Suisse AG, Cayman Islands Branch
(incorporated by reference to exhibit 10.2 to Current Report on Form 8-K filed July 26,
2010).10.32
    
    
    Second Amendment to Credit Agreement, Waiver and Collateral Agent Consent, dated
November 24, 2010, among Rentech Energy Midwest Corporation, Rentech, Inc., certain
subsidiaries of Rentech, Inc., the Lenders party thereto and Credit Suisse AG, Cayman
Islands Branch (incorporated by reference to exhibit 10.1 to Current Report on Form 8-K
filed November 29, 2010).10.33
    
    
    Second Incremental Loan Assumption Agreement, dated November 24, 2010, among Rentech
Energy Midwest Corporation, Rentech, Inc., certain subsidiaries of Rentech, Inc., the
Incremental Lenders party thereto and Credit Suisse AG, Cayman Islands Branch
(incorporated by reference to exhibit 10.1 to Current Report on Form 8-K filed November
29, 2010).10.34
    
    
    Equity Distribution Agreement, dated February 2, 2010, between Rentech, Inc. and Knight
Capital Markets LLC (incorporated by reference to exhibit 99.1 to Current Report on
Form 8-K filed February 2, 2010).10.35
    
    
    Amendment to Equity Distribution Agreement dated August 9, 2010, between Rentech, Inc.
and Knight Capital Markets LLC (incorporated by reference to exhibit 10.1 to Quarterly
Report on Form 10-Q filed August 9, 2010).
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10.36
    
    
    Project Support Agreement, dated September 3, 2010 between Rentech, Inc. and ClearFuels
Technology Inc. (incorporated by reference to exhibit 10.1 to Current Report on Form
8-K filed September 10, 2010).12.1
    ***
    
    Computation of Ratio of Earnings to Fixed Charges14
    
    
    Code of Ethics (incorporated by reference to Exhibit 14 to Companys Annual Report on
Form 10-K for the fiscal year ended September 30, 2008 filed on December 15, 2008).21
    ***
    
    Subsidiaries of Rentech, Inc.23.1
    ***
    
    Consent of Independent Registered Public Accounting Firm.23.2
    ***
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14(a).31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14(a).32.1
    ***
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.32.2
    ***
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
 
 *
    
    Management contract or compensatory plan or arrangement.**
    
    Certain portions of this Exhibit have been omitted and filed
separately under an application for confidential treatment.***
    
    Previously filed.  34




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SIGNATURES
  Rentech, Inc./s/  D. Hunt RamsbottomD. Hunt Ramsbottom,Chief Executive Officer and President   35