Exhibit 10.4
 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 Base
Salary
 Bonuses and Incentive Compensation
 Annual Bonus Annual Bonus Target Bonus
 Equity Grant Restricted Stock Units Common Stock Executive
LTIP Exhibit A LTIP Award Agreement
 Commencement Payment
 Expenses
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Other Benefits
   provided however
  Termination provided however
 Severance
 Termination Without Cause or for Good Reason Code Separation from Service Exhibit B
 First Payroll Date
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COBRA provided
  Termination for Cause or Voluntary Resignation
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Death or Disability
   Payments Upon Termination of Employment
 Termination Without Cause, Non-Renewal or for Good Reason In Connection With a Change
in Control Exhibit B
 provided however provided further
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Non-Renewal Exhibit B
    Excess Parachute Payments
 Payment Excise
Tax Gross-Up Payment
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No Other Payments
 No Mitigation, No Offset
 Definitions
 Cause
    SOX
   Change in Control
 Exchange Act
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Disability
 Good Reason
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provided however
  Insurance; Indemnification and Advancement of Expenses
 Insurance
 Indemnification and Advancement of Expenses
 Confidential Information Exhibit C
 Non-Solicitation
 Restricted
Period
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Executives Representations
 Employment At-Will
 Notices
 To the Company
 
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To Executive
   Severability
 Complete Agreement
 No Strict Construction
 Counterparts
 Successors and Assigns
 Choice of Law
 Amendment and Waiver
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Internal Revenue Code Section 409A
 General Section 409A provided however
 Specified Employee Wall Street
Journal
 Reimbursements
 Insurance
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Withholding
 Arbitration provided however
 Moving Expenses
    Allowance
 Permanent Housing Date Housing Allowance
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Executives Cooperation provided however
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COMPANY:
    
    RENTECH, INC.By:
    
    /s/ D. Hunt Ramsbottom

Name: D. Hunt RamsbottomTitle:   President and CEOEXECUTIVE:
    
    /s/ Tom SamsonTom Samson
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EXHIBIT A




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RENTECH, INC. TIME VESTING
INDUCEMENT RESTRICTED STOCK UNIT AWARD
 PREAMBLE
 Appendix A Agreement Company Executive RSUs Employment
Agreement
 Number of RSUs Grant Amount
 Grant Date Grant Date
 Vesting Start Date Vesting Start Date
 Vesting of RSUs Vesting Date
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Appendix A
 RENTECH, INC.
    
    EXECUTIVEBy:
    
    TOM SAMSON
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APPENDIX A
 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
 Grant Exhibit A
  a.
    
    Agreement shall have the meaning provided in the Preamble.b.
    
    Board means the Board of Directors of the Company.c.
    
    Cause shall have the meaning provided in the Employment
Agreement.d.
    
    Change in Control shall have the meaning provided in the
Employment Agreement.e.
    
    Code means the Internal Revenue Code of 1986, as amended,
together with the regulations and other official guidance promulgated
thereunder.f.
    
    Committee means the committee of the Board authorized to
interpret and administer the Companys stock incentive plans.g.
    
    Company shall have the meaning provided in the Preamble.h.
    
    Disability shall have the meaning provided in the Employment
Agreement.i.
    
    Executive shall have the meaning provided in the Preamble.j.
    
    Employment Agreement shall have the meaning provided in the
Preamble.k.
    
    Exchange Act means the Securities Exchange Act of 1934, as
amended.l.
    
    Fair Market Value means, as of any given date, the value of a
share of Stock determined as follows:
 (i)
    
    If the Stock is listed on any established stock
exchange (such as the New York Stock Exchange, the NASDAQ Global Market and
the NASDAQ Global Select Market) or national market system, its Fair Market
Value shall be the closing sales price for a share of Stock as quoted on
such exchange or system for such date or, if there is no closing sales
price for a share of Stock on the date in question, the closing sales price
for a share of Stock on the last
preceding date for which such quotation exists, as reported in The Wall
Street Journalor such other source as the Committee deems reliable;
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(ii)
    
    If the Stock is not listed on an established stock
exchange or national market system, but the Stock is regularly quoted by a
recognized securities dealer, its Fair Market Value shall be the mean of
the high bid and low asked prices for such date or, if there are no high
bid and low asked prices for a share of Stock on such date, the high bid
and low asked prices for a share of Stock on the last preceding date for
which such information exists, as reported in The Wall Street Journalor
such other source as the Committee deems reliable; or(iii)
    
    If the Stock is neither listed on an established stock
exchange or a national market system nor regularly quoted by a recognized
securities dealer, its Fair Market Value shall be established by the
Committee in good faith.
 m.
    
    Good Reason shall have the meaning provided in the Employment
Agreement.
 n.
    
    Grant Date shall have the meaning provided in the Preamble.o.
    
    RSUs shall have the meaning provided in the Preamble.p.
    
    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 Section 11 below.q.
    
    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
 Termination of RSUs
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Payment after Vesting provided
 Tax Withholding
 Rights as Stockholder
 Non-Transferability
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Distribution of Stock
 Adjustments in Capitalization
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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 and payment of RSUs under this Agreement as of
the date of such termination (and, for the avoidance of doubt, if, as of the
date of the occurrence of the transaction or event described in this Section
11(b), the Committee determines in good faith that no amount would have been
attained upon the realization of the Executives rights, then the RSUs may be
terminated by the Company without payment), or (B) the replacement of such
RSUs with other rights or property selected by the Committee 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 and/or in the
terms and conditions of the RSUs;
 iv.
    
    To provide that RSUs subject to this Agreement shall be
payable or fully vested with respect to all shares covered thereby,
notwithstanding anything to the contrary in this Agreement; and
 v.
    
    To provide that the RSUs cannot vest or become payable
after such event.
 Authority
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No Effect on Service Relationship
 Severablility
 Tax Consultation
 Amendment
 Relationship to other Benefits
 Code Section 409A
 General
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Potential Six-Month Delay Separation from
Service
 Governing Law
 Captions
 Fractional Shares
 Section 16 Limitations
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EXHIBIT A
 CONSENT OF SPOUSE
   
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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
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Specific Release of ADEA Claims ADEA
 No Assignment
 Proceedings Proceeding EEOC
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Remedies
  Severability Clause
 Non-admission
 Governing Law
 Arbitration provided however
 Notices
 To the Company
 
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To Executive
     COMPANY:
    
    RENTECH, INC.By:Name:Title:EXECUTIVE:Tom Samson
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EXHIBIT C