Exhibit 10.43
 AMENDED AND RESTATED
 EMPLOYMENT AGREEMENT
 
 Prior Agreement Company Executive Amendment Date
  Employment Commencement Date Employment
Period
 Position and Duties
 Company Group Board
 provided




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Compensation and Benefits
 Base Salary
 Bonuses and Incentive Compensation
 Annual Bonus Annual
Bonus Target Bonus
 Ongoing Equity Awards provided however
 Expenses
 Other Benefits
  INTENTIONALLY OMITTED
  2




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Termination provided however
 Severance
 Termination Without Cause, Non-Renewal or for Good Reason Code Separation from Service Exhibit A
 First Payroll Date
   3




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




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Termination Without Cause, Non-Renewal or for Good Reason In
Connection With a Change in Control Exhibit A
 provided however provided further
 [Intentionally Omitted]
  Excess Parachute Payments
 Payment Excise Tax Gross-Up Payment
   5




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No Other Payments
 No Mitigation, No Offset provided
 Definitions
 Cause
    SOX
    6




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Change in Control
 Exchange Act
   Successor Entity
 provided, however,
    7




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Disability
 Good Reason
    provided however
  Insurance; Indemnification and Advancement of Expenses
 Insurance
 Indemnification and Advancement of Expenses
 Confidential Information Exhibit
B
  8




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




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No Strict Construction
 Counterparts
 Successors and Assigns
 Choice of Law
 Amendment and Waiver
 Internal Revenue Code Section 409A
 General Section 409A provided however
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Specified Employee Wall Street
Journal
 Reimbursements st
 Insurance
 Withholding
 Arbitration provided however
 Legal Fees
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Executives Cooperation provided however
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RENTECH, INC.By:
    
    /s/ Michael F. RayMichael F. RayTitle: Chairman of the Compensation
Committee/s/ D. Hunt RamsbottomD. Hunt Ramsbottom, Jr.  14




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EXHIBIT A
  Agreement Executive Company
 Employment Agreement
 Return of Property.
 General Release and Waiver of Claims
 Release Releasors Releasees Claims et seq. et seq. et seq. et seq. et seq. et seq. et
seq. et seq. et seq. et
seq. et seq. provided however
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Specific Release of ADEA Claims ADEA
 No Assignment
 Proceedings Proceeding
  16




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Remedies
  Severability Clause
 Non-admission
 Governing Law
 Arbitration provided however
 Notices
 To the Company
  To Executive
 With a copy to
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RENTECH, INC.By:Title:D. Hunt Ramsbottom, Jr.
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EXHIBIT B
 CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT
 Agreement th Company Employee
     Ownership of Ideas, Inventions and Other Improvements
 provided however
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Nondisclosure of Information
 Confidential Information
     20




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Company:RENTECH, INC.By:Name:
    
    Michael F. RayTitle:
    
    Member, Compensation CommitteeEmployee:D. Hunt Ramsbottom, Jr.
  21