##### 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, 2008
 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
(State or other jurisdiction of incorporation or organization)
    
    84-0957421
(I.R.S. Employer Identification No.)
 10877 Wilshire Boulevard, Suite 710
Los Angeles, California 90024
 (310) 571-9800
 
  Name of Each Exchange on Which Registered: NYSE Alternext US
Securities registered pursuant to Section 12(g) of the Act: None
 
 Yes
o. No
þ.
 Yes
o. No þ.
 þ 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)
 Yes
o. No
þ.
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PagePART IIIITEM 10. Directors, Executive Officers and Corporate Governance
    
    4ITEM 11. Executive Compensation
    
    8ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    23ITEM 13. Certain Relationships and Related Party Transactions, and Director Independence
    
    26ITEM 14. Principal Accountant Fees and Services
    
    27PART IVITEM 15. Exhibits and Financial Statement Schedules
    
    27Exhibit 10.43Exhibit 10.44Exhibit 10.45Exhibit 31.1Exhibit 31.2
   2




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EXPLANATORY NOTE
    3




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    
    Position(s)D. Hunt Ramsbottom
    
    
    51
    
    
    Chief Executive Officer, President and DirectorDan J. Cohrs (1)
    
    
    55
    
    
    Chief Financial Officer and Executive Vice PresidentDouglas M. Miller
    
    
    48
    
    
    Executive Vice President, Renewable Energy BusinessesRichard T. Penning
    
    
    53
    
    
    Executive Vice President, Commercial AffairsColin M. Morris
    
    
    36
    
    
    Vice President and General CounselMichael S. Burke (2)
    
    
    45
    
    
    DirectorMichael F. Ray (2)
    
    
    55
    
    
    DirectorRonald M. Sega (2)
    
    
    56
    
    
    DirectorEdward M. Stern (2)
    
    
    50
    
    
    DirectorHalbert S. Washburn (2)
    
    
    48
    
    
    DirectorDennis L. Yakobson
    
    
    72
    
    
    Director and Chairman
 
 (1)
    
    Mr. Cohrs was appointed in October 2008, subsequent to the end of fiscal 2008.(2)
    
    Independent Director. Information Regarding Directors with Terms Expiring in 2009:
 D. Hunt Ramsbottom, Chief Executive Officer, President and Director
 Halbert S. Washburn, Director
 Information Regarding Directors with Terms Expiring in 2010:
 Michael F. Ray, Director
  4




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Edward M. Stern, Director
 Information Regarding Directors with Terms Expiring in 2011:
 Michael S. Burke Director
 Ronald M. Sega, Director
 Dennis L. Yakobson, Director and Chairman of the Board
  5




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##### Table of Contents



Executive Officers
  Dan J. Cohrs, Chief Financial Officer and Executive Vice President
 Douglas M. Miller, Executive Vice President, Renewable Energy Businesses
 Richard T. Penning, Executive Vice President, Commercial Affairs
 Colin M. Morris, Vice President and General Counsel
 Audit Committee and Audit Committee Financial Expert
   6




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
   7




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ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Compensation Program Objectives and Executive Summary
        8




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##### Table of Contents



Independent Compensation Consultant
  Peer Group Generation and Benchmarking Results
   
    
    Aventine Renewable Energy
    
    Headwaters, Inc.
    
    Verasun Energy Corporation
    
    MGP Ingredients, Inc.
    
    Pacific Ethanol, Inc.
    
    Energy Conversion Devices, Inc.
    
    Fuel Tech, Inc.
    
    Ballard Power Systems, Inc.
    
    Evergreen Energy, Inc.
    
    Fuelcell Energy, Inc.
    
    Methanex Corporation
    
    Terra Industries, Inc.
    9




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Core Components of Executive Compensation
 Base Salary
   Annual Bonus
    10




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1.
    
    Goal: Develop an implementation plan to have an operational commercial reactor in 2010,
either through project development or licensing.Performance: We made substantial progress but performance against this goal was incomplete.
We closed on the purchase of the land at the Natchez site in the second quarter of fiscal
2008, a critical step in the development of our first fossil feedstock facility. We have
engaged an engineering firm to help us develop costs estimates for a commercial scale
reactor. In addition, we made significant progress on securing sources of feedstock and a
site for a renewable feedstock facility. We also continued negotiations for multiple
licensing opportunities.2.
    
    Goal: Completion and successful operation of the Product Demonstration Unit in Colorado.Performance: This goal was completed later than planned with operational results that
exceeded expectations, but the cost exceeded the budget. The construction of the PDU was
completed in the third quarter of fiscal 2008 and we successfully operated the PDU
continuously for an initial run of nearly 800 hours, at or near its design capacity of 420
gallons per day. We produced thousands of gallons of ultra-clean synthetic fuels and
specialty chemicals, all of which met or exceeded applicable specifications.3.
    
    Goal: Sign partnership and off-take agreements to support our Natchez project.Performance: This goal was not achieved. We continue to have substantive discussions with a
number of potential feedstock providers and potentially very large customers who could sign
off-take agreements. The Compensation Committee recognized that the economic environment,
including lower oil prices and capital markets disruptions, significantly hindered the
achievement of this goal in 2008.4.
    
    Goal: Reposition our brand and increase awareness in the marketplace of the positive
environmental impacts of our technology.Performance: We believe we have successfully changed the perception of the Company from a
view that Rentechs technology is limited to coal-to-liquids applications to one that
recognizes us as a synthetic fuels Company that could use a wide range of feed stocks
including renewable feedstocks. We have successfully engaged with leading environmental
organizations and government entities to educate them about the environmental benefits of our
technology, and our plans to develop renewable feedstock plants.5.
    
    Goal: Continued strong safety record at our facilitiesOSHA reportable accident rates
less than 8 per 200,000 hours worked.Performance: We significantly exceeded this goal. We completed fiscal 2008 with an OSHA
recordable rate of just over 3.0 recordable incidents for every 200,000 hours worked at the
Companys facilities, which is significantly below the industry average for comparable
operations. Also, during fiscal 2008, our East Dubuque Plant was recognized for the third
consecutive year with the Safety Handling award from the Canadian National Railway
Corporation;6.
    
    Goal: Certification of our product for use in the market.Performance: This goal was accomplished. Rentechs jet fuel product matches the aviation jet
fuel specification issued by the Air Force and the diesel fuel product is already approved
for use as an ultra-low-sulfur commercial diesel fuel by the Environmental Protection Agency.
  11




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7.
    
    Goal: Continue the development of a renewable feedstock facility.Performance: This goal was accomplished. We made significant progress on securing sources of
feedstock and a site for a renewable feedstock facility.8.
    
    Goal: Certain specified financial performance levels at our nitrogen fertilizer plant.Performance: This goal was significantly exceeded. During fiscal 2008, the East Dubuque Plant
reached record levels for the volume of production and shipment of nitrogen fertilizer
products and the efficiency of the operations was improved compared to its history. This
operational performance, combined with record product pricing, resulted in the East Dubuque
Plant generating approximately $212 million of revenue and $54 million of EBITDA during
fiscal 2008.
    1.
    
    A continued strong safety record at our facilities with an OSHA recordable rate at or
below a target rate.2.
    
    Financial performance expectations including a) specific targets for consolidated
revenue, EBITDA and cash balances, b) compliance with debt covenants,
and c) remediation of
material weaknesses reported in the Companys Form 10-K for the fiscal year ended September 30,
2008.3.
    
    Successful operation of the PDU during 2009 that is within the approved budget and that
meets or exceeds the validation criteria for products produced.4.
    
    For commercial development, the goals are a) completion of vendor cost estimates for a
commercial scale reactor, and b) a commitment for a commercial scale reactor through Rentech
development, a license agreement or the placement of a Rentech reactor at an existing site
with syngas production.5.
    
    For renewable energy development, the goal is completion of specific actions as
identified in the Companys strategy.6.
    
    For technology development, the goals are a) completion of feasibility studies and
development of implementation plans that will promote specific applications of the Companys
technology and b) significant enhancements to the productivity and efficiency of the Rentech
Process.
 
  12




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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 share
price must be greater than $2.00 per share 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 for 12 identified
companies in a peer group. The Companys ranking must be greater than the 25th percentile
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.
    Type of Award
    
    Number of AwardsTime-vested awards
    
    
    968,000Absolute share price target awards
    
    
    457,000Total shareholder return awards
    
    
    457,000Management stock purchase plan awards
    
    
    150,000Company matching of management stock purchase plan awards
    
    
    150,000Total
    
    
    2,182,000
 Benefits and Perquisites
   13




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Employment Contracts
  Compensation Committee Report
  Michael F. Ray, Chairman  Halbert S. Washburn  Edward M. Stern
  14




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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
    
    
    2008
    
    
    $
    381,601
    
    
    
    
    
    
    $
    895,484
    
    
    $
    204,536
    
    
    
    
    
    
    
    
    
    
    $
    27,100
    
    
    $
    1,508,721I. Merrick Kerr, 
Chief Financial Officer (4)
    
    
    2008
    
    
    $
    261,210
    
    
    
    
    
    
    $
    390,000
    
    
    $
    49,089
    
    
    
    
    
    
    
    
    
    
    $
    36,672
    
    
    $
    736,971Douglas M. Miller, 
Executive Vice President
of Renewable Energy Businesses
    
    
    2008
    
    
    $
    312,874
    
    
    
    
    
    
    $
    658,834
    
    
    $
    106,359
    
    
    
    
    
    
    
    
    
    
    $
    38,699
    
    
    $
    1,116,766Richard T. Penning, 
Executive Vice President
of Commercial Affairs
    
    
    2008
    
    
    $
    268,343
    
    
    
    
    
    
    $
    550,781
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    37,821
    
    
    $
    856,945Colin M. Morris, 
General Counsel
    
    
    2008
    
    
    $
    210,757
    
    
    
    
    
    
    $
    258,163
    
    
    $
    61,361
    
    
    
    
    
    
    
    
    
    
    $
    28,847
    
    
    $
    559,128
 
 (1)
    
    For fiscal 2008, the proposed maximum bonuses as a percentage of the target bonuses were as
follows: for Mr. Ramsbottom 100% of his target bonus (up to $413,000), for Mr. Miller 80% of his
target bonus (up to $140,600), for Mr. Penning 65% of his target bonus (up to $95,350), and for Mr.
Morris 100% of his target bonus (up to $114,750). The timing of the payment of proposed bonuses
related to fiscal 2008 and the allocation of any such bonuses between cash payments and equity
awards has not yet been determined We currently expect to pay one-half of the proposed bonuses in
cash during the second fiscal quarter of 2009, and then determine both the timing and form of the
remaining payment as we monitor the performance and projected cash available to the Company.
Consistent with the bonuses from fiscal 2007, the Compensation Committee and the Board implemented
a program under which NEOs would be required to use a portion of any annual incentive bonus
received to purchase shares of Company stock. For a further
discussion, refer to the Management
Stock Purchase Plan above.(2)
    
    Amounts reflect the amounts recognized for financial statement reporting purposes in fiscal
year 2008, calculated in accordance with Statement of Financial Accounting Standards No.
123(R) Share-Based Payment (SFAS No. 123(R)). See Note 15-Accounting for Stock Based
Compensation in Rentechs 2008 Form 10-K for an explanation of the valuation model assumptions
used.(3)
    
    All Other Compensation includes 401(k) matching contributions of $0, $11,478, $11,599,
$11,321 and $5,922 for Messrs. Ramsbottom, Kerr, Miller, Penning and Morris, respectively. All
Other Compensation also includes perquisites valued at the aggregate incremental cost to
Rentech consisting of car allowance along with financial and tax planning services paid by the
Company.(4)
    
    As required by Item 402(A)(3) of Regulation S-K, the table includes all individuals who acted
in the capacity of Principal Financial Officer during the last completed fiscal year. Mr. Kerr
served in the position of CFO from October 2007 to July 2008 and 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. Perquisites
 Auto
    
    
    Relocation
    
    
    Financial &Name
    
    Allowance
    
    
    Expenses
    
    
    Tax Planning
    
    
    TotalD. Hunt Ramsbottom
    
    $
    11,500
    
    
    
    
    
    
    $
    15,600
    
    
    $
    27,100I. Merrick Kerr
    
    $
    9,594
    
    
    
    
    
    
    $
    15,600
    
    
    $
    25,194Douglas M. Miller
    
    $
    11,500
    
    
    
    
    
    
    $
    15,600
    
    
    $
    27,100Richard T. Penning
    
    $
    11,500
    
    
    
    
    
    
    $
    15,000
    
    
    $
    26,500Colin M. Morris
    
    $
    8,625
    
    
    
    
    
    
    $
    14,300
    
    
    $
    22,925
  15




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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
    
    7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,687
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    $
    94,030
    
    
    
    (2
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,687
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    94,030
    
    
    
    (3
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    244,500
    
    
    
    (4
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    $
    0.82
    
    
    $
    1.63
    
    
    
    142,625
    
    
    
    (5
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    285,250
    
    
    
    (6
    )I. Merrick Kerr
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas M. Miller
    
    7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,665
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    $
    20,644
    
    
    
    (2
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,665
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    20,644
    
    
    
    (3
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,500
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    96,985
    
    
    
    (4
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    
    55,250
    
    
    
    
    
    
    
    
    
    
    $
    0.82
    
    
    $
    1.63
    
    
    
    45,029
    
    
    
    (5
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    
    55,250
    
    
    
    
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    90,058
    
    
    
    (6
    )Richard T. Penning
    
    7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,436
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    $
    20,271
    
    
    
    (2
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,436
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    20,271
    
    
    
    (3
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,000
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    79,870
    
    
    
    (4
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    45,500
    
    
    
    
    
    
    
    
    
    
    $
    0.82
    
    
    $
    1.63
    
    
    
    37,083
    
    
    
    (5
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    45,500
    
    
    
    
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    74,165
    
    
    
    (6
    )Colin M. Morris
    
    7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,644
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    $
    25,500
    
    
    
    (2
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,644
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    25,500
    
    
    
    (3
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,000
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    79,870
    
    
    
    (4
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    45,500
    
    
    
    
    
    
    
    
    
    
    $
    0.82
    
    
    $
    1.63
    
    
    
    37,083
    
    
    
    (5
    )7/18/2008
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    45,500
    
    
    
    
    
    
    
    
    
    
    $
    1.63
    
    
    $
    1.63
    
    
    
    74,165
    
    
    
    (6
    )
 
 (1)
    
    See Note 15-Accounting for Stock Based Compensation in Rentechs 2008 Form 10-K for an
explanation of the valuation model assumptions used to value stock awards under SFAS No.
123(R).(2)
    
    Represents the grant of restricted stock units under the management stock purchase plan.(3)
    
    Represents the Companys matching of the grant of restricted stock units under the management
stock purchase plan.(4)
    
    Represents the LTI Award grant of restricted stock units that vest over time.(5)
    
    Represents the LTI Award grant of restricted stock units for absolute stock price performance
agreement. The agreements threshold at the minimum is a volume weighted average price per
share of $2.00 with a maximum volume weighted average price per share of $4.00. Though the
agreement allows for a proportional payout for amounts in between, the target performance of
100% was established at the volume weighted average price of $4.00 per share. For valuation
purposes under SFAS No. 123(R), the share price was reduced by 50% due to the uncertainty
associated with future market price of the common stock.(6)
    
    Represents the LTI Award grant of restricted stock units for total shareholder return
performance agreement. The agreements threshold at the minimum is the 25th
percentile or less with a maximum at the 75th percentile or more. Though the
agreement allows for a proportional payout for amounts in between, the target performance of
100% was established at the 75th percentile. 
  16




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##### 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 ($)
    
    
    NotesD. Hunt Ramsbottom
    
    
    166,667
    
    
    
    83,333
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    262,500
    
    
    
    
    
    
    $
    1.82
    
    
    
    8/4/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    787,500
    
    
    $
    1.82
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    $
    199,500
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,687
    
    
    $
    76,724
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    $
    199,500
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    
    
    
    
    
    (9
    )I. Merrick Kerr
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )Douglas M. Miller
    
    
    86,667
    
    
    
    43,333
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,000
    
    
    $
    166,250
    
    
    
    
    
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,665
    
    
    $
    16,844
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,500
    
    
    $
    79,135
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    
    
    
    
    
    (9
    )Richard T. Penning
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,333
    
    
    $
    243,833
    
    
    
    
    
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,436
    
    
    $
    16,540
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,000
    
    
    $
    65,170
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    
    
    
    
    (9
    )Colin M. Morris
    
    
    50,000
    
    
    
    25,000
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    66,500
    
    
    
    
    
    
    
    
    
    
    
    (12
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,644
    
    
    $
    20,807
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,000
    
    
    $
    65,170
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    
    
    
    
    (9
    )
 
 (1)
    
    Calculated based on the $1.33 closing price of Rentechs common stock on September 30, 2008.(2)
    
    Represents an option award granted on July 14, 2006. For continuing employees, the grant
vests in three equal annual installments starting on the first anniversary of the grant date
and the award will be fully vested on July 14, 2009. Mr. Kerr, who voluntarily terminated his
employment with the Company during fiscal 2008, forfeited 25,000 unvested shares.(3)
    
    Represents a warrant granted in fiscal 2005 and held by East Cliff Advisors, LLC, an entity affiliated with Mr.
Ramsbottom. This warrant was subsequently assigned to a third party.(4)
    
    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.(5)
    
    Represents a restricted stock unit award which will vest in one remaining annual installment
on December 15, 2008.(6)
    
    Represents the Company match of restricted stock units awarded under the management stock
purchase plan on July 18, 2008 which will cliff vest on April 1, 2011.(7)
    
    Represents the LTI Award grant of restricted stock units that vest in equal annual
installments on April 1, 2009, April 1, 2010 and April 1, 2011.(8)
    
    Represents the LTI Award grant of restricted stock units for absolute stock price
performance. No vesting occurs before the volume weighted average price per share reaches the
minimum level under the plan of $2.00.(9)
    
    Represents the LTI Award grant of restricted stock units for total shareholder return
performance. The award under the plan will be determined after the measurement date of April
1, 2011.(10)
    
    Represents a restricted stock unit award which will vest in one remaining annual installment
on January 20, 2009.(11)
    
    Represents a restricted stock unit award which will vest in two equal annual installments on
January 15, 2009 and January 15, 2010.(12)
    
    Represents a restricted stock unit award which will vest in one remaining annual installment
on June 5, 2009. 
  17




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##### Table of Contents



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
    
    
    
    
    
    
    
    
    
    
    207,687
    
    
    $
    358,030I. Merrick Kerr
    
    
    
    
    
    
    
    
    
    
    108,333
    
    
    $
    150,583Douglas M. Miller
    
    
    
    
    
    
    
    
    
    
    137,665
    
    
    $
    185,644Richard T. Penning
    
    
    
    
    
    
    
    
    
    
    104,103
    
    
    $
    156,855Colin M. Morris
    
    
    
    
    
    
    
    
    
    
    65,644
    
    
    $
    122,000
 
 (1)
    
    Value Realized on Vesting represents the amount equal to the closing market price of the
shares on the date of vesting multiplied by the number of shares that vested pursuant to
restricted stock units. Potential Payments upon Termination or Change-in-Control
    18




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##### Table of Contents



Termination without Cause for Non-Renewal or for Good Reason as of September 30, 2008
 Cash
    
    
    Acceleration
    
    
    MedicalSeverance
    
    
    of Restricted
    
    
    BenefitsName
    
    Payments
    
    
    Stock Units
    
    
    Payments
    
    
    Gross-up
    
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,167,700
    
    
    $
    409,224
    
    
    $
    16,200
    
    
    
    
    
    
    $
    1,593,124Douglas M. Miller (2)
    
    $
    500,250
    
    
    $
    238,511
    
    
    $
    16,200
    
    
    
    
    
    
    $
    754,961Richard T. Penning (3)
    
    $
    417,600
    
    
    $
    341,651
    
    
    $
    16,200
    
    
    
    
    
    
    $
    775,451Colin M. Morris (4)
    
    
    
    
    
    $
    109,474
    
    
    
    
    
    
    
    
    
    
    $
    109,474
 
 (1)
    
    Mr. Ramsbottoms cash severance payments would equal the sum of (a) two times his annual base
salary paid over the one year period after his termination date and (b) a target bonus equal
to his annual base salary paid on the date when executive bonuses are paid for the fiscal year
in which the termination takes place. Mr. Ramsbottoms medical benefits would be paid by the
Company for 18 months and his restricted stock units scheduled to vest over the next 24 months
would accelerate and vest upon termination.(2)
    
    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 and his restricted stock units scheduled to vest over the next 18 months
would accelerate and vest upon termination.(3)
    
    Mr. Pennings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. Pennings medical benefits would be paid by the Company
for 18 months and his restricted stock units scheduled to vest over the next 18 months would
accelerate and vest upon termination.(4)
    
    Mr. Morriss restricted stock units scheduled to vest over the next 18 months would
accelerate and vest upon termination. Termination without Cause upon a Change in Control as of September 30, 2008
 Cash
    
    
    Acceleration
    
    
    MedicalSeverance
    
    
    of Restricted
    
    
    BenefitsName
    
    Payments
    
    
    Stock Units
    
    
    Payments
    
    
    Gross-up
    
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,188,900
    
    
    $
    941,224
    
    
    
    
    
    
    
    
    
    
    $
    2,130,124Douglas M. Miller (2)
    
    $
    500,250
    
    
    $
    496,309
    
    
    
    
    
    
    
    
    
    
    $
    996,559Richard T. Penning (2)
    
    $
    417,600
    
    
    $
    625,236
    
    
    
    
    
    
    
    
    
    
    $
    1,042,836Colin M. Morris (3)
    
    
    
    
    
    $
    274,837
    
    
    
    
    
    
    
    
    
    
    $
    274,837
 
 (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 restricted stock units would accelerate and vest
upon termination.(2)
    
    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. All of executives restricted stock units
would accelerate and vest upon termination.(3)
    
    All of Mr. Morriss restricted stock units would accelerate and vest upon termination. 
  19




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##### Table of Contents



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
    
    $
    35,000
    
    
    $
    36,292
    
    
    $
    12,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    84,100
    (4)Michael F. Ray
    
    $
    31,500
    
    
    $
    36,292
    
    
    $
    12,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    80,600
    (4)Ronald M. Sega
    
    $
    17,800
    
    
    $
    18,348
    
    
    $
    18,056
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    54,204
    (4)Edward M. Stern
    
    $
    29,300
    
    
    $
    36,292
    
    
    $
    12,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    78,400
    (4)Erich W. Tiepel (3)
    
    $
    15,400
    
    
    $
    17,944
    
    
    $
    7,636
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    40,980
    (4)Halbert S. Washburn
    
    $
    28,000
    
    
    $
    36,292
    
    
    $
    12,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    77,100
    (4)Dennis L. Yakobson
    
    $
    35,000
    
    
    $
    36,292
    
    
    $
    12,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    84,100
    (4)
 
 (1)
    
    The amounts include the fair value of options granted to the individual upon their
appointment to service on the Board. The amounts reflect the amounts recognized for financial
statement reporting purposes in fiscal year 2008, calculated in accordance with SFAS No.
123(R). See Note 15-Accounting for Stock Based Compensation in Rentechs 2008 Form 10-K for an
explanation of the valuation model assumptions used.(2)
    
    The amounts include the fair value of options granted to the individual upon their
appointment to service on the Board.(3)
    
    Dr. Tiepel resigned from the Board of Directors on April 18, 2008.(4)
    
    The aggregate number of stock awards and the aggregated number of option awards outstanding
as of September 30, 2008 for directors are: Unvested
    
    
    UnexercisedStock
    
    
    OptionDirector
    
    Awards
    
    
    AwardsMichael S. Burke
    
    
    14,400
    
    
    
    50,000Michael F. Ray
    
    
    14,400
    
    
    
    85,000Ronald M. Sega
    
    
    14,400
    
    
    
    35,000Edward M. Stern
    
    
    14,400
    
    
    
    50,000Erich W. Tiepel
    
    
    
    
    
    
    30,000Halbert S. Washburn
    
    
    14,400
    
    
    
    65,000Dennis L. Yakobson
    
    
    14,400
    
    
    
    45,000
    (a)
 
 (a)
    
    Excluded from the aggregate number of option awards outstanding are 510,000 options awarded
in fiscal 2005 pursuant to Mr. Yakobsons employment termination agreement.    20




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##### Table of Contents



Employment Contracts
   D. Hunt Ramsbottom
  Douglas M. Miler
  Richard T. Penning
   21




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##### Table of Contents



Dan J. Cohrs
   I. Merrick Kerr
  401(k) Plan
  Compensation Committee Interlocks and Insider Participation
   22




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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
    
    
    71,600
    
    
    
    *Dan J. Cohrs
    
    
    
    
    
    
    *I. Merrick Kerr
    
    
    146,479
    
    
    
    *Douglas M. Miller
    
    
    305,984
    
    
    
    *Colin M. Morris
    
    
    124,761
    
    
    
    *Richard T. Penning
    
    
    176,038
    
    
    
    *D. Hunt Ramsbottom (4)(5)
    
    
    2,566,176
    
    
    
    1.5
    %Michael F. Ray (6)
    
    
    320,585
    
    
    
    *Ronald M. Sega
    
    
    41,600
    
    
    
    *Edward M. Stern
    
    
    81,600
    
    
    
    *Halbert S. Washburn
    
    
    98,600
    
    
    
    *Dennis L. Yakobson (7)
    
    
    1,142,104
    
    
    
    *All Directors and Executive Officers as a Group (12 persons)
    
    
    5,075,527
    
    
    
    3.0
    %
 Beneficial Owners of
    
    Amount and Nature of
    
    
    PercentMore than 5%
    
    Beneficial Ownership
    
    
    of ClassBlackRock Group Limited (8)
    
    
    20,538,760
    
    
    
    12.3
    %Wellington Management Company, LLP (9)
    
    
    13,176,978
    
    
    
    7.9
    %Asset Managers International Limited (10)
    
    
    9,626,785
    
    
    
    5.8
    %
 
 *
    
    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, except for Mr. Kerr, is c/o Rentech,
Inc., 10877 Wilshire Blvd., Suite 710, Los Angeles, CA 90024. The business address of Mr. Kerr
is c/o eSolar, 130 West Union Street, Pasadena CA 91103.(2)
    
    If a person has the right to acquire shares of common stock subject to options and other
convertible securities within 60 days of January 14, 2009, 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, restricted stock units
and convertible promissory notes may be acquired within 60 days of January 14, 2009 and are
included in the table above: 
    
    Michael S. Burke35,000 under options;
    
    Douglas M. Miller86,666 under options;
    
    Colin M. Morris50,000 under options;
    
    D. Hunt Ramsbottom2,082,500 under warrants and 166,666 under options;
    
    Michael F. Ray62,248 under warrants and 70,000 under options;
    
    Ronald M. Sega20,000 under options;
    
    Edward M. Stern35,000 under options;
    
    Halbert S. Washburn50,000 under options; and
    
    Dennis L. Yakobson540,000 under options.
  23




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##### Table of Contents



(3)
    
    Information with respect to beneficial ownership is based upon information furnished by each
shareholder or contained in filings with the Securities and Exchange Commission.(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 expiration date for this half of the warrants has been extended to
December 31, 2012. The other 393,750 warrants will vest upon Rentechs stock price reaching $5.25
or higher for 12 consecutive trading days, but their expiration date, and the expiration date of
the original vested 2,082,500 warrants, has been extended to the earlier of 90 days after Mr.
Ramsbottom ceases to be employed by the Company or December 31, 2011. The exercise price of each of
the warrants remains at $1.82 per share. Mr. Ramsbottom is the managing member and has sole
investment and voting power in East Cliff Advisors, LLC.(5)
    
    Includes 12,000 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)
    
    Includes 20,000 shares held in custodial accounts as to which Mr. Yakobson disclaims
beneficial ownership.(8)
    
    Based on information in a Schedule 13F filed by BlackRock Group Limited (BlackRock) with
the SEC on October 30, 2008 for its holdings as of September 30, 2008. BlackRock reported that
it has sole power to vote and to dispose of all 20,538,760 shares. BlackRocks principal
business office address is 33 King William Street, London, England EC4R 9AS.(9)
    
    Based solely on information in a Schedule 13F filed by Wellington Management Company, LLP
(Wellington) with the SEC on November 21, 2008 for its holdings as of September 30, 2008.
Wellington reported that, of the shares it beneficially owns, it has the sole power to vote or
to direct the vote of 5,662,378 of such shares, and the shared power to dispose of or to
direct the disposition of, all 13,176,978 shares. Wellingtons principal business office
address is 75 State Street, Boston, Massachusetts 02109.(10)
    
    Based solely on information in a Schedule 13D filed with the SEC on December 12, 2007 as a
joint statement by Asset Managers International Limited (AMIL), which operated as a wholly
owned subsidiary of Pentagon Special Purpose Fund, Ltd until November 2006 when Pentagon
Special Purpose Fund distributed the shares of AMIL to its shareholders in exchange for their
shares of Pentagon Special Purpose Fund and Pentagon Capital Management, Plc (Pentagon).
AMIL is a pooled investment vehicle, and Pentagon is the investment adviser to AMIL with full
control over the decisions as to what securities to buy or sell, and how to vote securities
owned by AMIL. Lewis Chester is the Chief Executive Officer of Pentagon, and Jafar Omid is the
Chief Financial Officer of Pentagon. Chester and Omid are directors of, and control, Pentagon.
The Schedule 13D reports that the filing group has the shared power to vote or to direct the
vote of, and the shared power to dispose of or to direct the disposition of, all 9,626,785
shares beneficially owned by it. 986,985 of the shares are issuable upon the exercise of
warrants. The address of the principal business and principal office of AMIL is c/o Olympia
Capital (Ireland) Ltd., Harcourt Center, 6th Floor, Block 3, Harcourt Road, Dublin 2, Ireland
and for Pentagon, Chester and Omid is 1 Knightsbridge, London, England SW1X 7LX. 
  24




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##### Table of Contents



Equity Compensation Plan Information
  Number of securities
    
    
    
    
    
    
    Number ofto be issued
    
    
    Weighted-average
    
    
    securities remainingupon exercise of
    
    
    exercise price of
    
    
    available for futureoutstanding options,
    
    
    outstanding options,
    
    
    issuance under equityPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    compensation plansEquity compensation plans approved by security holders
    
    
    5,897,000
    
    
    $
    1.68
    
    
    
    810,000Equity compensation plans not approved by security holders
    
    
    2,320,000
    
    
    $
    1.98
    
    
    
    Total
    
    
    8,217,000
    
    
    $
    1.76
    
    
    
    810,000
   25




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, DIRECTOR INDEPENDENCE
 Certain Relationships and Related Party Transactions
    26




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
   
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Financial Statements. See Index to Financial Statements and Schedule at page F-1 of the
original 10-K.(b)
    
    Exhibits Required by Item 601 of Regulation S-K. See Index to Exhibits.(c)
    
    Financial Statement Schedules. See Index to Financial Statements and Schedules at page F-1 of
the original 10-K.
  27




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##### Table of Contents



SIGNATURE
  Rentech, Inc.Date: January 28, 2009
    
    /s/ D. Hunt Ramsbottom

D. Hunt Ramsbottom,Chief Executive Officer and President
  28




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##### Table of Contents



EXHIBIT INDEX
 2.1
    
    
    Stock Purchase Agreement, dated March 8, 2005, by and between Rentech, Inc. and Zinsser
Co., Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed
March 10, 2005).2.2
    
    
    Stock Purchase Agreement, dated November 5, 2005, by and between Rentech Development
Corporation and Royster-Clark, Inc. (incorporated by reference to Exhibit 2.1 to Current
Report on Form 8-K filed November 9, 2005).2.3
    
    
    First Amendment to the Stock Purchase Agreement dated November 5, 2005, by and between
Rentech Development Corporation and Royster-Clark, Inc. (incorporated by reference to
Exhibit 2.2 to Registration Statement on Form S-3 filed March 20, 2006).2.4
    
    
    Second Amendment to the Stock Purchase Agreement dated November 5, 2005, by and between
Rentech Development Corporation and Royster-Clark Nitrogen, Inc. (incorporated by
reference to Exhibit 2.1 to Current Report on Form 8-K filed March 14, 2006).2.5
    
    
    Third Amendment to the Stock Purchase Agreement dated November 5, 2005, by and between
Rentech Development Corporation and Royster-Clark Nitrogen, Inc. (incorporated by
reference to Exhibit 2.2 to Current Report on Form 8-K filed March 14, 2006).2.6
    
    
    Purchase and Sale Agreement, dated September 16, 2005, by and between Rentech Development
Corporation and RFC-Sand Creek Development, LLC (incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K filed September 22, 2005).2.7
    
    
    Equity Purchase Agreement dated November 15, 2006 by and between Rentech, Inc. and PML
Exploration Services, LLC (incorporated by reference to Exhibit 2.1 to Current Report on
Form 8-K filed November 16, 2006).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
    
    
    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
    
    
    Registration Rights Agreements for December 2004 Short-Term Loan with C. David Callaham
(incorporated by reference to Exhibits 10.4 and 10.7 to Current Report on Form 8-K filed
December 16, 2004).4.2
    
    
    Registration Rights Agreement for December 2004 Short-Term Loan by and between Rentech,
Inc. and Geduld Revocable Trust, (incorporated by reference to Exhibit 10.3 to Current
Report on Form 8-K filed December 7, 2004).4.3
    
    
    Registration Rights Agreement for December 2004 Short-Term Loan by and between Rentech,
Inc. and Geduld Capital Management LLC (incorporated by reference to Exhibit 10.6 to
Current Report on Form 8-K filed December 7, 2004).4.4
    
    
    Registration Rights Agreement for December 2004 Short-Term Loan by and between Rentech,
Inc. and Daniel Kern (incorporated by reference to Exhibit 10.9 to Current Report on
Form 8-K filed December 7, 2004).4.5
    
    
    Form of Registration Rights Agreement (incorporated by reference to Exhibit 4 to
Form S-3/A Amendment Two to Registration Statement No. 333-85682 filed October 28, 2002).4.6
    
    
    Form of Non-statutory Stock Option Agreement (incorporated by reference to Exhibit 4 to
Form S-3/A Amendment Two to Registration Statement No. 333-85682 filed October 28, 2002).4.7
    
    
    Stock Option Agreement, dated December 10, 2004, by and between Rentech, Inc. and
Royster-Clark Inc. (incorporated by reference to Exhibit 10.8 to Current Report on
Form 8-K filed December 16, 2004).4.8
    
    
    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).4.9
    
    
    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).
  29




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##### Table of Contents



4.10
    
    
    Subscription Agreement, dated April 8, 2005, by and among Rentech, Inc. and Mercator
Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd., Pentagon
Special Purpose Fund, Ltd. and M.A.G. CAPITAL, LLC, for Placement of Preferred Stock
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed April 14,
2005).4.11
    
    
    Form of Stock Purchase Warrants, dated April 8, 2005, by and among Rentech, Inc. and
Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd.,
Pentagon Special Purpose Fund, Ltd. and M.A.G. CAPITAL, LLC, for Placement of Preferred
Stock (incorporated by reference to Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 to Current
Report on Form 8-K filed April 14, 2005).4.12
    
    
    Registration Rights Agreement, dated April 8, 2005, by and among Rentech, Inc. and
Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd.,
Pentagon Special Purpose Fund, Ltd. and M.A.G. CAPITAL, LLC, for Placement of Preferred
Stock (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed
April 14, 2005).4.13
    
    
    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).4.14
    
    
    Stock Purchase Warrants (incorporated by reference to Exhibits 10.1 through 10.16 to
Current Report on Form 8-K filed May 20, 2005).4.15
    
    
    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).4.16
    
    
    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).4.17
    
    
    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).4.18
    
    
    Form of Subscription Agreement (incorporated by reference to exhibit 10.2 to Current
Report on Form 8-K filed April 20, 2007).4.19
    
    
    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).4.20
    
    
    Form of Warrant to purchase shares of Common Stock (incorporated by reference to exhibit
10.1 to Current Report on Form 8-K filed January 20, 2009).10.1
    *
    
    Term sheet for Dennis L. Yakobson retirement benefits (incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed October 6, 2005).10.2
    *
    
    Term sheet for Ronald C. Butz retirement benefits (incorporated by reference to
Exhibit 10.2 to Current Report on Form 8-K filed October 6, 2005).10.3
    *
    
    Management and Consulting Agreement, dated July 29, 2005, by and between Rentech, Inc. and
Management Resource Center, Inc. (incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K filed August, 11, 2005).10.4
    *
    
    1994 Stock Option Plan (incorporated by reference to the exhibits to Form S-18 on
Form SB-2, post-effective Amendment No. 5 to Registration Statement No. 33-37150-D).10.5
    *
    
    1996 Stock Option Plan (incorporated by reference to Exhibit 99.2 to Current Report on
Form 8-K dated December 18, 1996).10.6
    *
    
    1998 Stock Option Plan (incorporated by reference to Exhibit 4.1 to Form S-8).
Registration Statement No. 333-95537.10.7
    *
    
    2001 Stock Option Plan (incorporated by reference to Exhibit 10.5 to Annual Report on
Form 10-K for the year ended September 30, 2002 filed December 24, 2002).10.8
    *
    
    2003 Stock Option Plan (incorporated by reference to Exhibit 10.6 to Annual Report on
Form 10-K for the year ended September 30, 2002 filed December 24, 2002).
  30




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##### Table of Contents



10.9
    
    
    License Agreement, dated October 8, 1998, by and between Rentech, Inc. and Texaco Natural
Gas, Inc. (incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-KSB,
No. 000-19260, for the year ended September 30, 1998, filed January 13, 1999).10.10
    
    
    Convertible Promissory Note, dated May 20, 2005, to Michael Ray (incorporated by reference
to Exhibit 10.17 to Current Report on Form 8-K filed May 20, 2005).10.11
    
    
    Convertible Promissory Note, dated May 20, 2005, to David Zimel (incorporated by reference
to Exhibit 10.18 to Current Report on Form 8-K filed May 20, 2005).10.12
    *
    
    1990 Stock Option Plan (incorporated by reference to the exhibits to Form S-18
Registration Statement No. 33-37150).10.13
    *
    
    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).10.14
    **
    
    Master License Agreement by and among Rentech, Inc. and DKRW Energy LLC and DKRW Advanced
Fuels LLC, dated January 12, 2006 (incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K filed January 19, 2006).10.15
    **
    
    License Agreement by and between Rentech, Inc. and Medicine Bow Fuel & Power, LLC, dated
January 12, 2006 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K
filed January 19, 2006).10.16
    
    
    Amendment to Site License Agreement with Medicine Bow Fuel & Power, LLC, dated October 26,
2007 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed
November 1, 2007).10.17
    
    
    Omnibus Amendment by and among Rentech, Inc. and Medicine Bow Fuel & Power, LLC and DKRW
Advanced Fuels LLC, dated December 7, 2007 (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed December 13, 2007).10.18
    
    
    Project Development Participation Agreement by and between Rentech, Inc. and DKRW Advanced
Fuels LLC, dated January 12, 2006 (incorporated by reference to Exhibit 10.3 to Current
Report on Form 8-K filed January 19, 2006).10.19
    *
    
    Employment Agreement by and between Rentech, Inc. and D. Hunt Ramsbottom, Jr. dated
January 20, 2006 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K
filed January 26, 2006).10.20
    *
    
    Employment Agreement by and between Rentech, Inc. and Douglas M. Miller dated January 20,
2006 (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed
January 26, 2006).10.21
    ***
    
    Employment Agreement by and between Rentech, Inc. and Dan J. Cohrs, dated October 22, 2008.10.22
    *
    
    Employment Agreement by and between Rentech, Inc. and Richard T. Penning, dated
January 22, 2007 (incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K
filed December 14, 2007).10.23
    *
    
    Compensation Plan for Outside Directors (incorporated by reference to Item 1.01 to Current
Report on Form 8-K filed April 19, 2006).10.24
    
    
    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).10.25
    
    
    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).10.26
    
    
    Financing Agreement dated as of April 26, 2006 by and between Rentech Energy Midwest
Corporation and The CIT Group/Business Credit, Inc. (incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed May 2, 2006).10.27
    *
    
    Employment Agreement by and between Rentech, Inc. and I. Merrick Kerr dated May 15, 2006
(incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed May 17,
2006).10.28
    *
    
    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).10.29
    *
    
    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).
  31




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##### Table of Contents



10.30
    
    
    Commitment Letter by and among Rentech, Inc., Rentech Development Corporation. M.A.G
Capital, LLC and Pentagon Bernini Fund, Ltd. Dated November 15, 2005 (incorporated by
reference to exhibit 10.1 to Current Report on Form 8-K filed November 16, 2005).10.31
    
    
    Placement Agent Agreement, dated April 19, 2007 by and between Rentech, Inc. and Credit
Suisse Securities (USA) LLC (incorporated by reference to exhibit 10.1 to Current Report
on Form 8-K filed April 20, 2007).10.32
    **
    
    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).10.33
    **
    
    Coal Supply Agreement, dated May 25, 2007 by and between Rentech, Inc. and COALSALES 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).10.34
    
    
    Line of Credit Agreement between Rentech, Inc. and Lehman Brothers, Inc. dated May 7, 2008
(incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q, for the
quarterly period ended March 31, 2008, filed May 9, 2008).10.35
    
    
    Credit Agreement, dated May 30, 2008, by and among Rentech Energy Midwest Corporation, as
the borrower, Rentech, Inc. and Credit Suisse, 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 June 5, 2008).10.36
    
    
    Amended and Restated Credit Agreement, dated June 13, 2008, by and among Rentech Energy
Midwest Corporation, as the borrower, Rentech, Inc. and Credit Suisse, 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 June 19, 2008).10.37
    
    
    First Amendment to Amended and Restated Credit Agreement and Waiver, dated January 14,
2009, among Rentech Energy Midwest Corporation, Rentech, Inc., the Lenders and the Agents
as defined therein (incorporated by reference to exhibit 10.1 to Current Report on Form
8-K filed January 20, 2009).10.38
    
    
    Guarantee and Collateral Agreement, dated May 30, 2008, by and among Rentech Energy
Midwest Corporation, Rentech, Inc., the subsidiaries of Rentech, Inc. listed therein and
Credit Suisse, Cayman Islands Branch, as Collateral Agent (incorporated by reference to
exhibit 10.2 to Current Report on Form 8-K filed June 5, 2008).10.39
    
    
    Reaffirmation and Amendment Agreement, dated June 13, 2008, by and among Rentech Energy
Midwest Corporation, Rentech, Inc., the subsidiaries of Rentech, Inc. listed therein and
Credit Suisse, Cayman Islands Branch, as Collateral Agent (incorporated by reference to
exhibit 10.3 to Current Report on Form 8-K filed June 19, 2008).10.40
    
    
    Intellectual Property Security Agreement, date May 30, 2008, by and among Rentech Energy
Midwest Corporation, Rentech, Inc., the subsidiaries listed therein and Credit Suisse,
Cayman Islands Branch, as Administrative Agent and Collateral Agent (incorporated by
reference to exhibit 10.3 to Current Report on Form 8-K filed June 5, 2008).10.41
    *
    
    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).10.42
    *
    
    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).10.43
    *
    
    Amended and Restated Employment Agreement by and between Rentech, Inc. and D. Hunt
Ramsbottom, Jr. dated December 31, 2008.10.44
    *
    
    Amended and Restated Employment Agreement by and between Rentech, Inc. and Douglas M.
Miller dated December 31, 2008.10.45
    *
    
    Amended and Restated Employment Agreement by and between Rentech, Inc. and Richard M.
Penning dated December 31, 2008.12.1
    ***
    
    Computation of Ratio of Earnings to Fixed Charges.14
    ***
    
    Code of Ethics.21
    ***
    
    Subsidiaries of Rentech, Inc.
  32




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23
    ***
    
    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.  33