##### 



Exhibit 10.24
 EMPLOYMENT AGREEMENT
 
 Company Executive
  Employment Commencement Date Employment Period
 Position and Duties
 Company Group CEO Board
 provided




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Compensation and Benefits
 Base Salary CPI-U
 Bonuses and Incentive Compensation
 Annual Bonus Annual Bonus Target Bonus
 Equity Grant Restricted Stock Units Common Stock Executive LTIP Exhibit A LTIP Award
Agreement provided however
 Commencement Payment
 Expenses
 2




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Other Benefits
    Termination provided however
 Severance
 Termination Without Cause, Non-Renewal or for Good Reason Exhibit B
 Bonus Payment Date provided however Section 409A
 3




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Code
    COBRA
 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 Following a Change in
Control Exhibit B
 provided however provided further
   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
   Change in Control
 6




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Exchange Act
   Successor Entity
 provided, however,
   Disability
 7




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Good Reason
  provided however
      Insurance; Indemnification and Advancement of Expenses
 Insurance
 Indemnification and Advancement of Expenses
 8




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Confidential Information Exhibit C
 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.
 9




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Employment At-Will
 Notices
 To the Company
 th
   th
 To Executive
   Severability
 Complete Agreement
 No Strict Construction
 Counterparts
 10




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Successors and Assigns
 Choice of Law
 Amendment and Waiver
 Internal Revenue Code Section 409A
 Insurance
 Withholding
 Arbitration
 11




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provided however
 Legal Fees; Moving Costs.
  ;
  Allowance plus
 Permanent Housing Date Housing Allowance provided however provided further however
  12




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Executives Cooperation provided however
  13




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RENTECH, INC./s/ D. Hunt RamsbottomBy:
    
    D. Hunt Ramsbottom, Jr.Title:
    
    President and CEO/s/ Richard T. PenningRichard T. Penning
 14




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EXHIBIT A




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RENTECH, INC.
RESTRICTED STOCK UNIT AWARD
 Preamble
 Appendix A Agreement Company Employee RSUs Employment
Agreement Appendix A
 Number of RSUs:
    
    275,000Grant Date:
    
    January 22, 2007 (the Grant Date)Vesting of RSUs:
    
    Subject to Section 5 of Appendix A, the RSUswill vest in three (3) equal installments of 83,333 Shares
(the final installment to be 83,334 Shares) on each of the first three
anniversaries of the Commencement Date provided for in the Employment
Agreement (January 15, 2007), provided that the Employment Period
continues through each such anniversary.
 Appendix A
 RENTECH, INC.
    
    
    
    EMPLOYEED. Hunt Ramsbottom, Jr.
    
    
    
    Richard T. PenningChief Executive Officer
    
    
    
    Address:
 16




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APPENDIX A
 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
 Grant
 Additional Definitions
 a.
    
    Agreement shall have the meaning provided in the Preamble.b.
    
    Appendix A shall have the meaning provided in the Preamble.c.
    
    Board means the Board of Directors of the Company or any
committee thereof to which the Board of Directors of the Company may properly
delegate its authority.d.
    
    Code means the Internal Revenue Code of 1986, as amended.e.
    
    Company shall have the meaning provided in the Preamble.f.
    
    Employee shall have the meaning provided in the Preamble.g.
    
    Employment Agreement shall have the meaning provided in the
Preamble.h.
    
    Exchange Act means the Securities Exchange Act of 1934, as
amended.i.
    
    Fair Market Value means, as of any given date, (i) if Stock is
traded on an exchange, the closing price of a share of Stock as reported in the Wall
Street Journalfor the first trading date immediately prior to such date during which
a sale occurred; or (ii) if Stock is not traded on an exchange but is quoted on
NASDAQ or a successor or other quotation system, (A) the last sales price (if Stock
is then listed as a National Market Issue under the NASD National Market System) or
(B) the mean between the closing representative bid and asked prices (in all other
cases) for the Stock on the date immediately prior to such date on which sales prices
or bid and asked prices, as applicable, are reported by NASDAQ or such successor
quotation system; or (iii) if Stock is not publicly traded, the fair market value
established by the Board acting in good faith, provided, that the Board may, in its
sole discretion, conduct such valuation in a manner that causes such valuation to
fall within the meaning of fair market value under Code Section 409A.j.
    
    Grant Date shall have the meaning provided in the Preamble.k.
    
    RSUs shall have the meaning provided in the Preamble.l.
    
    Securities Act shall mean the Securities Act of 1933, as amended.m.
    
    Stock means the common stock of the Company, par value $0.01 per
share, and such other securities of the Company that may be substituted for Stock
pursuant to
 17




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Section 11 below.n.
    
    Stock Plan means the Rentech, Inc. 2006 Incentive Award Plan, or
any successor plan pursuant to which the Stock is to be issued hereunder.O.
    
    Subsidiary means any subsidiary corporation of the Company as
defined in Section 424(f) of the Code and any applicable regulations promulgated
thereunder or any other entity of which a majority of the outstanding voting stock or
voting power is beneficially owned directly or indirectly by the Company.
 RSUs
 Vesting Schedule
 Termination of the Employment Period
 Termination Without Cause or for Good Reason Exhibit B
 Certain Terminations Prior to a Change in Control Exhibit B
 Termination for Cause, Voluntary Resignation Without Good Reason, Death and
Disability
 18




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Payment after Vesting; Code Section 409A provided
 Tax Withholding provided
 Rights as Stockholder
 Non-Transferability
 19




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Distribution of Stock
 Adjustments in Capitalization
   20




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i.
    
    To provide for either (A) termination of this Agreement in
exchange for an amount of cash, if any, equal to the amount that would have
been attained upon the vesting of RSUs under this Agreement as of the date of
such termination, or (B) the replacement of such RSUs with other rights or
property selected by the Board in its sole discretion;ii.
    
    To provide that the RSUs be (A) assumed by a successor or
survivor corporation, or a parent or subsidiary thereof, or (B) substituted
for by a similar award covering the stock of a successor or survivor
corporation, or a parent or subsidiary thereof, in either case, with
appropriate adjustments as to the number and kind of shares and prices;iii.
    
    To make adjustments in the number and type of shares of
Stock (or other securities or property) subject to the RSUs; andiv.
    
    To provide that RSUs subject to this Agreement shall be
exercisable or payable or fully vested with respect to all shares covered
thereby, notwithstanding anything to the contrary in this Agreement.
 No Effect on Employment
 Board Authority
 21




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Notices
 Severablility
 Tax Consultation
 Amendment
 Relationship to other Benefits
 Governing Law
 Stock Plan Governs
 Captions
 * * * * * * * * * * * *
 22




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EXHIBIT B
 
 Agreement Executive Company
 Employment Agreement
 Return of Property.
 General Release and Waiver of Claims
 Release Releasors Releasees Claims provided however
    Specific Release of ADEA Claims




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ADEA
 No Assignment
 Proceedings Proceeding
 Remedies
  Severability Clause
 Non-admission




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Governing Law
 Arbitration provided however
 Notices




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RENTECH, INC.By:Title:Richard T. Penning




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EXHIBIT C




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




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