##### 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, 2009
 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 710
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
 
 Yes o. No þ.
 Yes o. No þ.
 þ o
 Yes o No o
 o
  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




---



##### 



TABLE OF CONTENTS
 PagePART IIIITEM 10. Directors, Executive Officers and Corporate Governance
    
    
    3ITEM 11. Executive Compensation
    
    
    7ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    22ITEM 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    24ITEM 14. Principal Accountant Fees and Services
    
    
    25PART IVITEM 15. Exhibits and Financial Statement Schedules
    
    
    26Exhibit 12.1Exhibit 31.1Exhibit 31.2
   2




---



##### Table of Contents



EXPLANATORY NOTE
   
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    
    Position(s)D. Hunt Ramsbottom
    
    
    52
    
    
    Chief Executive Officer, President and DirectorDan J. Cohrs
    
    
    56
    
    
    Chief Financial Officer and Executive Vice PresidentDouglas M. Miller
    
    
    49
    
    
    Executive Vice President, Project DevelopmentRichard T. Penning
    
    
    54
    
    
    Executive Vice President, Technology and Commercial AffairsColin M. Morris
    
    
    37
    
    
    Vice President and General CounselMichael S. Burke (1)
    
    
    46
    
    
    DirectorMichael F. Ray (1)
    
    
    56
    
    
    DirectorRonald M. Sega (1)
    
    
    57
    
    
    DirectorEdward M. Stern (1)
    
    
    50
    
    
    DirectorHalbert S. Washburn (1)
    
    
    49
    
    
    DirectorJohn A. Williams
    
    
    66
    
    
    DirectorDennis L. Yakobson
    
    
    73
    
    
    Director and Chairman
 
 (1)
    
    Independent Director. Information Regarding Directors with Terms Expiring in 2010:
 Michael F. Ray, Director
  3




---



##### Table of Contents



Edward M. Stern, Director
 John A. Williams, 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
  4




---



##### Table of Contents



Information Regarding Directors with Terms Expiring in 2012:
 D. Hunt Ramsbottom, Chief Executive Officer, President and Director
 Halbert S. Washburn, Director
 Executive Officers
  Dan J. Cohrs, Chief Financial Officer and Executive Vice President
 Douglas M. Miller, Executive Vice President, Project Development
  5




---



##### Table of Contents



Richard T. Penning, Executive Vice President, Technology and Commercial Affairs
 Colin M. Morris, Vice President and General Counsel
 Audit Committee and Audit Committee Financial Expert
     Section 16(a) Beneficial Ownership Reporting Compliance
   6




---



##### Table of Contents



Code of Ethics
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Compensation Program Objectives and Executive Summary
       7




---



##### 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.
  8




---



##### Table of Contents



Core Components of Executive Compensation
 Base Salary
    9




---



##### Table of Contents



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 exceeded this goal. We completed fiscal 2009 with an OSHA recordable rate of
just under 4.0 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) 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.Performance: We fell short of the stated goals for revenue and EBITDA, but exceeded the goal
for cash balances at the end of the year, after adjusting for the proceeds of capital
issuances. We achieved the goals of compliance with debt covenants and remediation of
material weaknesses reported in the Companys Form 10-K for the fiscal year ended September
30, 2008. However, we had a new material weaknesses as reported in the Companys Form 10-K
for the fiscal year ended September 30, 2009.3.
    
    Goal: Successful operation of the PDU during 2009 that is within the approved budget and
that meets or exceeds the validation criteria for products produced.Performance: We achieved all operating criteria set forth in this goal. The PDU has been
operating successful production campaigns for over a year. During fiscal 2009, the PDUs
operations confirmed at demonstration scale that our technology can meet important capital
and operating costs targets. This is critical as those targets serve as a basis for our
commercial scale projects.
  10




---



##### Table of Contents



4.
    
    Goal: For commercial development, the goals were 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.Performance: The vendor cost estimate for a commercial scale reactor was completed. Several,
but not all, of the critical steps relating to the commercial deployment of a reactor were
completed through Rentechs development activities related to its project in Rialto,
California.5.
    
    Goal: Complete two strategic transactions, such as acquisitions, corporate investments or
joint ventures, in support of the development of our renewable energy business, such as the
addition of biomass gasification technology to our portfolio of process technologies.Performance: This goal was accomplished. We acquired access to biomass gasification
technologies through the acquisition of SilvaGas Holding Corporation and a 25% ownership
interest in ClearFuels Technology, Inc.6.
    
    Goal: For technology development, the goals were a) completion of feasibility studies and
development of implementation plans that will promote the development of the next generation
of the Companys technology and b) the selection and development of technologies to
integrate biomass gasification technologies with the Rentech Process.Performance: Both of these goals were achieved.
    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 EBITDA
and cash balances, and b) a specific target for net capital proceeds raised.3.
    
    Successful operation of the PDU during 2010 that is within the approved budget and that
meets or exceeds performance criteria aimed at improving the economic efficiency of the
process.4.
    
    Specific targets for licensing our technologies, a specific target for licensing and
engineering revenue, and a target for development milestones for the Rialto Project.5.
    
    Other factors which contribute to the success of the Company as determined by the Board.
  11




---



##### Table of Contents



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 previously described under Peer Group Generation and
Benchmarking Results. 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
   12




---



##### Table of Contents



Type of Award
    
    Number of AwardsPerformance awards
    
    
    3,650,000Time-vested awards
    
    
    2,365,000Absolute share price target awards
    
    
    55,250Total shareholder return awards
    
    
    55,250Management stock purchase plan awards
    
    
    533,581Company matching of management stock purchase plan awards
    
    
    456,031Total
    
    
    7,115,112
 Benefits and Perquisites
  Employment Contracts
  Compensation Committee Report
  Michael F. Ray, Chairman  Halbert S. Washburn  Edward M. Stern
  13




---



##### Table of Contents



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)
    
    
    ($) (3)
    
    
    ($)
    
    
    ($)
    
    
    ($) (4)
    
    
    ($)D. Hunt
Ramsbottom,
Chief Executive Officer
    
    
    2009
    
    
    $
    417,500
    
    
    $
    452,520
    
    
    $
    411,175
    
    
    $
    161,924
    
    
    
    
    
    
    
    
    
    
    $
    30,630
    
    
    $
    1,473,7492008
    
    
    $
    381,601
    
    
    $
    309,750
    
    
    $
    904,704
    
    
    $
    204,536
    
    
    
    
    
    
    
    
    
    
    $
    27,100
    
    
    $
    1,827,6912007
    
    
    $
    384,100
    
    
    $
    376,100
    
    
    $
    836,530
    
    
    $
    211,649
    
    
    
    
    
    
    
    
    
    
    $
    28,022
    
    
    $
    1,836,401Dan J.
Cohrs, 
Chief Financial Officer (5)
    
    
    2009
    
    
    $
    296,500
    
    
    $
    249,480
    
    
    $
    91,590
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    62,628
    
    
    $
    700,198Douglas M.
Miller, 
Executive Vice President, Project Development
    
    
    2009
    
    
    $
    351,500
    
    
    $
    158,175
    
    
    $
    274,961
    
    
    $
    84,201
    
    
    
    
    
    
    
    
    
    
    $
    40,525
    
    
    $
    909,3622008
    
    
    $
    312,874
    
    
    $
    105,450
    
    
    $
    673,340
    
    
    $
    106,359
    
    
    
    
    
    
    
    
    
    
    $
    38,699
    
    
    $
    1,236,7222007
    
    
    $
    311,400
    
    
    $
    82,550
    
    
    $
    639,394
    
    
    $
    110,058
    
    
    
    
    
    
    
    
    
    
    $
    33,803
    
    
    $
    1,177,205Richard T. Penning,
Executive Vice President, Technology and
Commercial Affairs
    
    
    2009
    
    
    $
    293,400
    
    
    $
    112,230
    
    
    $
    221,691
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    93,878
    
    
    $
    721,1992008
    
    
    $
    268,343
    
    
    $
    71,513
    
    
    $
    554,389
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    97,821
    
    
    $
    992,0662007
    
    
    $
    188,727
    
    
    $
    96,100
    
    
    $
    384,531
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    111,044
    
    
    $
    780,402Colin M.
Morris, 
General Counsel
    
    
    2009
    
    
    $
    229,500
    
    
    $
    113,580
    
    
    $
    225,942
    
    
    $
    48,577
    
    
    
    
    
    
    
    
    
    
    $
    37,471
    
    
    $
    655,0702008
    
    
    $
    210,757
    
    
    $
    86,063
    
    
    $
    261,352
    
    
    $
    61,361
    
    
    
    
    
    
    
    
    
    
    $
    28,847
    
    
    $
    648,3802007
    
    
    $
    204,925
    
    
    $
    102,000
    
    
    $
    241,500
    
    
    $
    63,495
    
    
    
    
    
    
    
    
    
    
    $
    26,661
    
    
    $
    638,581
 
 (1)
    
    The bonuses that were awarded in December 2009 were payable 90% in cash, with the remaining
10% allocated to purchase restricted stock units which were issued in December 2009. The value
of the restricted stock units purchased with the allocated portion of the 2009 bonus is
included in the Stock Awards column. The Company made matching grants of restricted stock
units to each named executive officer with a value equal to 10% of his 2009 bonus amount in
December 2009, which matching amount will vest over a three year period.The bonuses for fiscal year 2008 were payable 75% in cash, with the remaining 25% withheld to
purchase restricted stock units. The value of the restricted stock units purchased with the
allocated portion of the 2008 bonus is included in the Stock Awards column. The Company made
matching grants of restricted stock units to each named executive officer with a value equal to
20% of his 2008 bonus amount, which matching amount will vest over a three year period.The bonuses for fiscal year 2007 were payable 80% in cash, with the remaining 20% being withheld
to purchase restricted stock units, except for Mr. Pennings commencement bonus, which was paid
in cash. The value of the restricted stock units purchased with the allocated portion of the 2007
bonus is included in the Stock Awards column. The Company made matching grants of restricted
stock units to each named executive officer with a value equal to 20% of his 2007 bonus amount,
which matching amount will vest over a three year period.(2)
    
    The amounts reflect stock based compensation recognized for financial statement reporting
purposes in fiscal year 2009, calculated in accordance with the applicable guidance, and the
withheld portion of the bonuses used to purchase restricted stock units.(3)
    
    The amounts reflect stock based compensation recognized for financial statement reporting
purposes in fiscal year 2009, calculated in accordance with the applicable guidance.(4)
    
    All Other Compensation includes 401(k) matching contributions of $0, $9,398, $12,295, $9,648
and $9,241 for Messrs. Ramsbottom, Cohrs, Miller, Penning 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.(5)
    
    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.  14




---



##### Table of Contents



Perquisites
 Auto
    
    
    Other
    
    
    Financial &Name
    
    Allowance
    
    
    Payments
    
    
    Tax Planning
    
    
    TotalD. Hunt Ramsbottom
    
    $
    14,400
    
    
    
    
    
    
    $
    16,230
    
    
    $
    30,630Dan J. Cohrs
    
    $
    12,000
    
    
    $
    25,000
    (1)
    
    $
    16,230
    
    
    $
    53,230Douglas M. Miller
    
    $
    12,000
    
    
    
    
    
    
    $
    16,230
    
    
    $
    28,230Richard T. Penning
    
    $
    12,000
    
    
    $
    56,000
    (2)
    
    $
    16,230
    
    
    $
    84,230Colin M. Morris
    
    $
    12,000
    
    
    
    
    
    
    $
    16,230
    
    
    $
    28,230
 
 (1)
    
    Commencement payment.(2)
    
    Relocation expenses. 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)
    
    
    NotesDan J. Cohrs
    
    
    12/30/2008
    
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    $
    0.62
    
    
    $
    153,503
    
    
    (2)12/30/2008
    
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    
    55,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.62
    
    
    
    11,279
    
    
    (3)12/30/2008
    
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    
    55,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.62
    
    
    
    22,557
    
    
    (4)
 
 (1)
    
    See Note 16  Accounting for Stock Based Compensation in Rentechs 2009 Form 10-K for an
explanation of the valuation model assumptions used to value stock awards under applicable
guidance.(2)
    
    Represents restricted stock units that vest in equal annual installments starting on October
22, 2009.(3)
    
    Represents a performance
share award, zero to 100% of which vests on April 1, 2011
depending on the Companys volume weighted stock price falling within a share price target range of greater
than $2.00 and up to $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.(4)
    
    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. The companys total shareholder return must exceed the 25th
percentile for any payout to occur and a full payout is achieved 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.  15




---



##### 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
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2)
    
    
    
    
    
    
    
    787,500
    
    
    $
    1.82
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,687
    
    
    $
    93,453
    
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    162,000
    
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    $
    283,500
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    $
    283,500
    
    
    
    (7)2,082,500
    
    
    
    
    
    
    
    
    
    
    $
    1.82
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8)Dan J. Cohrs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    $
    526,500
    
    
    
    
    
    
    
    
    
    
    
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    $
    89,505
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    $
    89,505
    
    
    
    (7)Douglas M. Miller
    
    
    130,000
    
    
    
    
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,665
    
    
    $
    20,517
    
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,667
    
    
    $
    64,261
    
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    $
    89,505
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250
    
    
    $
    89,505
    
    
    
    (7)Richard T. Penning
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,666
    
    
    $
    148,499
    
    
    
    
    
    
    
    
    
    
    
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,436
    
    
    $
    20,146
    
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,667
    
    
    $
    52,921
    
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    $
    73,710
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    $
    73,710
    
    
    
    (7)Colin M. Morris
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,644
    
    
    $
    25,343
    
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,667
    
    
    $
    52,921
    
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    $
    73,710
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    $
    73,710
    
    
    
    (7)
 
 (1)
    
    Calculated based on the $1.62 closing price of Rentechs common stock on September 30, 2009.(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.(4)
    
    Represents a restricted stock unit award that vests on April 1, 2011.(5)
    
    Represents a restricted stock unit 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 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 an inducement restricted stock unit award that vests in three equal annual
installments starting on October 22, 2009.(10)
    
    Represents an inducement restricted stock unit award that vests in three equal annual
installments starting on January 15, 2008.  16




---



##### 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
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    $
    120,500Dan J. Cohrs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas M. Miller
    
    
    
    
    
    
    
    
    
    
    144,833
    
    
    $
    91,503Richard T. Penning
    
    
    
    
    
    
    
    
    
    
    108,000
    
    
    $
    68,140Colin M. Morris
    
    
    
    
    
    
    
    
    
    
    66,333
    
    
    $
    38,973
 
 (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
   Termination without Cause or for Good Reason as of September 30, 2009
 Cash
    
    
    Acceleration
    
    
    MedicalSeverance
    
    
    of Restricted
    
    
    BenefitsName
    
    Payments
    
    
    Stock Units
    
    
    Payments
    
    
    Gross-up
    
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,257,000
    
    
    $
    70,875
    
    
    $
    26,895
    
    
    
    
    
    
    $
    1,354,770Dan J. Cohrs (2)
    
    $
    528,000
    
    
    $
    197,877
    
    
    $
    26,895
    
    
    
    
    
    
    $
    752,772Douglas M. Miller (3)
    
    $
    527,250
    
    
    $
    22,376
    
    
    $
    26,895
    
    
    
    
    
    
    $
    576,521Richard T. Penning (4)
    
    $
    472,100
    
    
    $
    166,926
    
    
    $
    26,895
    
    
    
    
    
    
    $
    665,921Colin M. Morris (5)
    
    $
    344,250
    
    
    $
    18,428
    
    
    $
    10,589
    
    
    
    
    
    
    $
    373,267
 
 (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. Based upon the total shareholder
return of the Company as of September 30, 2009 relative to the specified peer group, 25% 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, 2009 relative to the specified peer group, 25% of Mr. Cohrs total
shareholder return performance share award would accelerate and vest upon
termination. In addition, the restricted stock units scheduled to vest over the next 12
months pursuant to his inducement award would accelerate and vest upon termination.  17




---



##### Table of Contents



(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, 2009 relative to the specified peer group, 25% of Mr. Millers
total shareholder return performance share award would accelerate and vest upon
termination.(4)
    
    Mr. Penning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. Based upon the total shareholder return of the Company
as of September 30, 2009 relative to the specified peer group, 25% of Mr. Pennings total
shareholder return performance share award would accelerate and vest upon termination. In
addition, the restricted stock units scheduled to vest over the next 12 months pursuant to
his inducement 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, 2009 relative to the specified peer group, 25% of Mr. Morriss total
shareholder return performance share award would accelerate and vest upon termination. Termination without Cause upon a Change in Control as of September 30, 2009
 Cash
    
    
    Acceleration
    
    
    MedicalSeverance
    
    
    of Restricted
    
    
    BenefitsName
    
    Payments
    
    
    Stock Units
    
    
    Payments
    
    
    Gross-up
    
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,340,800
    
    
    $
    822,453
    
    
    
    
    
    
    
    
    
    
    $
    2,163,253Dan J. Cohrs (2)
    
    $
    607,200
    
    
    $
    705,510
    
    
    
    
    
    
    
    
    
    
    $
    1,312,710Douglas M. Miller (3)
    
    $
    527,250
    
    
    $
    263,788
    
    
    
    
    
    
    
    
    
    
    $
    791,038Richard T. Penning (3)
    
    $
    440,100
    
    
    $
    368,986
    
    
    
    
    
    
    
    
    
    
    $
    809,086Colin M. Morris (3)
    
    $
    355,700
    
    
    $
    225,684
    
    
    
    
    
    
    
    
    
    
    $
    581,384
 
 (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)
    
    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 performance share awards and restricted stock
units would accelerate and vest upon termination.(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. All of executives
performance share awards and restricted stock units would accelerate and vest upon
termination  18




---



##### 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
    
    
    $
    57,764
    
    
    $
    7,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,630Michael F. Ray
    
    $
    31,500
    
    
    $
    57,764
    
    
    $
    7,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    97,130Ronald M. Sega
    
    $
    24,000
    
    
    $
    57,764
    
    
    $
    7,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    89,630Edward M. Stern
    
    $
    31,500
    
    
    $
    57,764
    
    
    $
    7,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    97,130Halbert S. Washburn
    
    $
    28,000
    
    
    $
    57,764
    
    
    $
    7,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    93,630Dennis L. Yakobson
    
    $
    35,000
    
    
    $
    57,764
    
    
    $
    7,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,630
 
 (1)
    
    The amounts reflect stock based compensation recognized for financial statement reporting
purposes in fiscal year 2009, calculated in accordance with the applicable guidance.  Grant Date
    
    
    
    
    
    
    Grant DateStock
    
    
    Fair Value
    
    
    Option
    
    
    Fair ValueAwards
    
    
    Stock
    
    
    Awards
    
    
    OptionsDirectorMichael S. Burke
    
    
    65,600
    
    
    $
    39,360
    
    
    
    15,000
    
    
    $
    5,250Michael F. Ray
    
    
    65,600
    
    
    $
    39,360
    
    
    
    15,000
    
    
    $
    5,250Ronald M. Sega
    
    
    65,600
    
    
    $
    39,360
    
    
    
    15,000
    
    
    $
    5,250Edward M. Stern
    
    
    65,600
    
    
    $
    39,360
    
    
    
    15,000
    
    
    $
    5,250Halbert S. Washburn
    
    
    65,600
    
    
    $
    39,360
    
    
    
    15,000
    
    
    $
    5,250Dennis L. Yakobson
    
    
    65,600
    
    
    $
    39,360
    
    
    
    115,000
    
    
    $
    128,250
  Unvested
    
    
    UnexercisedStock
    
    
    OptionAwards
    
    
    AwardsDirectorMichael S. Burke
    
    
    
    
    
    
    65,000Michael F. Ray
    
    
    
    
    
    
    100,000Ronald M. Sega
    
    
    
    
    
    
    50,000Edward M. Stern
    
    
    
    
    
    
    65,000Halbert S. Washburn
    
    
    
    
    
    
    80,000Dennis L. Yakobson
    
    
    
    
    
    
    160,000
    19




---



##### Table of Contents



Employment Contracts
  D. Hunt Ramsbottom
  Dan J. Cohrs
  Douglas M. Miller
   20




---



##### Table of Contents



Richard T. Penning
  Colin M. Morris
   Compensation Committee Interlocks and Insider Participation
   21




---



##### 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
    
    
    159,400
    
    
    
    *Dan J. Cohrs
    
    
    86,006
    
    
    
    *Douglas M. Miller
    
    
    429,154
    
    
    
    *Colin M. Morris
    
    
    246,042
    
    
    
    *Richard T. Penning
    
    
    323,844
    
    
    
    *D. Hunt Ramsbottom (4)(5)
    
    
    2,881,543
    
    
    
    1.3
    %Michael F. Ray (6)
    
    
    405,385
    
    
    
    *Ronald M. Sega
    
    
    129,400
    
    
    
    *Edward M. Stern
    
    
    169,400
    
    
    
    *Halbert S. Washburn
    
    
    186,400
    
    
    
    *John A. Williams (7)
    
    
    7,335,953
    
    
    
    3.4
    %Dennis L. Yakobson (8)
    
    
    594,904
    
    
    
    *All Directors and Executive Officers as a Group (12 persons)
    
    
    12,967,431
    
    
    
    6.0
    %Beneficial Owners of
    
    Amount and Nature of
    
    
    PercentMore than 5%
    
    Beneficial Ownership
    
    
    of ClassBlackRock, Inc. (9)
    
    
    20,617,183
    
    
    
    9.7
    %
 
 *
    
    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 710, 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, 2010, 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 restricted stock
units (including restricted stock units 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, 2010 and are included in the table above: 
    
    Michael S. Burke  50,000 under options;
    
    Dan J. Cohrs  16,402 under restricted stock units;
    
    Douglas M. Miller  130,000 under options and 79,758 under restricted stock units;
    
    Colin M. Morris  75,000 under options and 69,380 under restricted stock units;
    
    Richard T. Penning  149,928 under restricted stock units;
    
    D. Hunt Ramsbottom  2,082,500 under warrants, 250,000 under options and 253,970 under
restricted stock units;
    
    Michael F. Ray  62,248 under warrants and 85,000 under options;
    
    Ronald M. Sega  35,000 under options;
    
    Edward M. Stern  50,000 under options;
  22




---



##### Table of Contents




    
    Halbert S. Washburn  65,000 under options;
    
    John A. Williams  20,000 under options; and
    
    Dennis L. Yakobson  45,000 under options.
 (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 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 24,000 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 1,708,582 shares held for the benefit of Mr. Williams children as to which Mr.
Williams disclaims beneficial ownership.(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 8, 2010 for its holdings as of December 31, 2009. BlackRock reported that it has sole
power to vote and to dispose of all 20,617,183 shares. BlackRocks principal business office
address is 40 East 52nd Street, New York, NY 10022.  23




---



##### 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
    
    
    3,867,000
    
    
    $
    1.78
    
    
    
    11,384,000Equity compensation plans not approved by security holders
    
    
    2,580,000
    
    
    $
    1.52
    
    
    
    Total
    
    
    6,447,000
    
    
    $
    1.68
    
    
    
    11,384,000
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Party Transactions
     24




---



##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal Year
    
    
    Fiscal Year2009
    
    
    2008PricewaterhouseCoopers LLP (1):Audit Fees (2)
    
    $
    888,505
    
    
    $
    Audit-Related Fees (3)
    
    
    33,970
    
    
    
    Tax Fees (4)
    
    
    111,890
    
    
    
    Total
    
    $
    1,034,365
    
    
    $
    Ehrhardt
Keefe Steiner & Hottman PC (5):Audit Fees (6)
    
    $
    223,016
    
    
    $
    706,642Audit-Related Fees (3)
    
    
    27,799
    
    
    
    25,876Tax Fees (7)
    
    
    86,150All Other
Fees (8)
    
    
    59,796Total
    
    $
    396,761
    
    
    $
    732,518
 
 (1)
    
    Effective June 8, 2009, the Audit Committee of the Board of Directors of the Company
approved the engagement of PricewaterhouseCoopers LLP (PwC) as the Companys independent
registered public accounting firm for the fiscal year ending September 30, 2009. During the
fiscal years ended September 30, 2008 and September 30, 2007, and during the subsequent
interim period from October 1, 2008 through June 8, 2009, respectively, neither the Company
nor anyone acting on its behalf has consulted with PwC with respect to either (i) the
application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Companys consolidated
financial statements, and neither a written report nor oral advice was provided to the
Company that PwC concluded was an important factor considered by the Company in reaching a
decision as to any accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K).(2)
    
    Represents the aggregate fees billed and expected to be billed for professional
services rendered for the audit of Rentechs consolidated financial statements for the
fiscal year ended September 30, 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 year 2009.(3)
    
    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.(4)
    
    Represents the aggregate fees billed and expected to be billed for Rentechs 2009 tax
return and tax consultation regarding property and sales tax issues.  25




---



##### Table of Contents



(5)
    
    Effective June 8, 2009, the Audit Committee of the Board of Directors of the Company
approved the dismissal of Ehrhardt Keefe Steiner & Hottman PC (EKS&H) as the Companys
independent registered public accounting firm. During the years ended September 30, 2008
and September 30, 2007, and during the subsequent interim periods from October 1, 2008
through June 8, 2009, the Company had no disagreements with EKS&H on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to EKS&Hs satisfaction, would have caused EKS&H to make
reference to the subject matter thereof in connection with its report on the Companys
consolidated financial statements for either of such years. The reports of EKS&H on the
Companys consolidated financial statements as of September 30, 2008 and September 30,
2007, and for each of the years in the three-year period ended September 30, 2008 and in
the three-year period ended September 30, 2007, did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles. During the fiscal years ended September 30, 2008 and September 30,
2007, and during the subsequent interim period from October 1, 2008 through June 8, 2009,
there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K),
except that in EKS&Hs report dated
December 14, 2008 (which was included in the Companys Annual Report on Form 10-K for the
year ended September 30, 2008) on the Companys internal control over financial reporting as
of September 30, 2008, EKS&H expressed an adverse opinion on the effectiveness of the
Companys internal control over financial reporting due to the existence of the material
weakness identified and described in Managements Report on Internal Control Over Financial
Reporting under Item 9A in the 2008 Form 10-K. During fiscal year 2009, the Company reported
in its Quarterly Report for the period ended March 31, 2009 that the material weakness
previously identified in the Companys internal control over financial reporting as of
September 30, 2008 had been significantly reduced through the improvements to the Companys
internal control over financial reporting implemented during the past two fiscal quarters.(6)
    
    Represents the aggregate fees billed for professional services rendered for the audit
of Rentechs consolidated financial statements for the fiscal year ended September 30,
2008, and for the audit of managements assessment of internal controls, 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 year 2008.(7)
    
    Represents the aggregate fees expected to be billed for Rentechs 2009 tax provision.(8)
    
    Represents fees billed for comfort letters issued related to direct sales of equity.  
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
      26




---



##### 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).2.8
    
    
    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
    
    
    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 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).4.2
    
    
    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).4.3
    
    
    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).
  27




---



##### Table of Contents



4.4
    
    
    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).4.5
    
    
    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).4.6
    
    
    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).4.7
    
    
    Stock Purchase Warrants (incorporated by reference to Exhibits 10.1 through 10.16
to Current Report on Form 8-K filed May 20, 2005).4.8
    
    
    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).4.9
    
    
    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).4.10
    
    
    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).4.11
    
    
    Form of Subscription Agreement (incorporated by reference to exhibit 10.2 to
Current Report on Form 8-K filed April 20, 2007).4.12
    
    
    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).4.13
    
    
    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).4.14
    
    
    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).4.15
    
    
    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).4.16
    
    
    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).4.17
    
    
    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).4.18
    
    
    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).4.19
    
    
    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).4.20
    
    
    Certificate of Incorporation of Rentech Energy Midwest Corporation (incorporated
by reference to exhibit 4.4 to Form S-3 filed March 27, 2009).4.21
    
    
    Bylaws of Rentech Energy Midwest Corporation (incorporated by reference to
exhibit 4.5 to Form S-3 filed March 27, 2009).
  28




---



##### Table of Contents



4.22
    
    
    Articles of Incorporation of Rentech Development Corporation (incorporated by
reference to Exhibit 4.5 to Registration Statement on Form S-3 filed on March 20,
2006).4.23
    
    
    Bylaws of Rentech Development Corporation (incorporated by reference to
Exhibit 4.6 to Registration Statement on Form S-3 filed on March 20, 2006).4.24
    
    
    Articles of Incorporation of Rentech Services Corporation (incorporated by
reference to Exhibit 4.7 to Registration Statement on Form S-3 filed on March 20,
2006).4.25
    
    
    Bylaws of Rentech Services Corporation (incorporated by reference to Exhibit 4.8
to Registration Statement on Form S-3 filed on March 20, 2006).4.26
    
    
    Articles of Organization of Rentech Energy Technology Center, LLC (formerly Sand
Creek Energy, LLC) (incorporated by reference to Exhibit 4.9 to Registration
Statement on Form S-3 filed on March 20, 2006).4.27
    
    
    Limited Liability Company Agreement of RSFC, LLC (incorporated by reference to
exhibit 4.11 to Form S-3 filed March 27, 2009).4.28
    
    
    Limited Liability Company Agreement of RSFC Land Management, LLC (incorporated by
reference to exhibit 4.12 to Form S-3 filed March 27, 2009).10.1
    
    
    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).10.2
    **
    
    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).10.3
    
    
    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).**10.4
    
    
    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).10.5
    
    
    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).10.6
    *
    
    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).10.7
    *
    
    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).10.8
    *
    
    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
filed December 15, 2008).10.9
    *
    
    Amended and Restated Employment Agreement by and between Rentech, Inc. and Richard
T. Penning, dated December 31, 2008 (incorporated by reference to Exhibit 10.45 to
Amendment No. 1 to Annual Report on Form 10-K/A filed January 28, 2009).10.10
    *
    
    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).10.11
    *
    
    Compensation Plan for Outside Directors (incorporated by reference to Item 1.01 to
Current Report on Form 8-K filed April 19, 2006).
  29




---



##### Table of Contents



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
    *
    
    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).10.15
    *
    
    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).10.16
    *
    
    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).10.17
    *
    
    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).10.18
    *
    
    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).10.19
    *
    
    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).10.20
    **
    
    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).10.21
    **
    
    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).10.22
    
    
    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).10.23
    
    
    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).10.24
    
    
    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).10.25
    
    
    First Amendment and Waiver to Amended and Restated Credit Agreement, dated January
14, 2009 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 January 20, 2009).10.26
    ***
    
    Waiver and Amendment Letter, dated August 11, 2009 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.10.27
    ***
    
    Third Amendment and Waiver to Amended and Restated Credit Agreement, dated
December 14, 2009 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.10.28
    
    
    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).
  30




---



##### Table of Contents



10.29
    
    
    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).10.30
    
    
    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).10.31
    *
    
    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).10.32
    *
    
    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).10.33
    *
    
    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).10.34
    
    
    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).**10.35
    ***
    
    Amendment to the Distribution Agreement, dated October 13, 2009 among Rentech
Energy Midwest Corporation, Rentech Development Corporation and Agrium U.S., Inc.10.36
    
    

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).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.  31




---



##### Table of Contents



SIGNATURES
  Rentech, Inc./s/  D. Hunt RamsbottomD. Hunt Ramsbottom,Chief Executive Officer and President   32