Tronox exhibit 10.17 2005


    
      

    


    Exhibit
      10.17

     

    CERTIFICATE

    


    


    I,
      the undersigned, Roger G. Addison, Secretary of TRONOX INCORPORATED, a Delaware
      corporation, do hereby certify that the attached is a full, true and correct
      copy of the Tronox Incorporated 2005 Long Term Incentive Plan (“Plan”), as
      approved by the corporation’s sole stockholder on November 16, 2005, at which
      time the Plan became effective.

    


    IN
      WITNESS WHEREOF, I have hereunto set my hand and the seal of said corporation
      this 21st
      day of November, 2005.

    


    (SEAL)

    /s/
      Roger G.
      Addison              
 

    Roger
      G. Addison, Secretary

    


    


    STATE
      OF OKLAHOMA     )

                                                      
      )
      ss.

    COUNTY
      OF OKLAHOMA )

    


    On
      this 21st
      day of November, 2005, before me personally appeared Roger G. Addison to me
      known to be the individual described in and who executed the foregoing
      instrument, and he duly acknowledged to me that he executed the same and, being
      by me duly sworn, did depose and say that the statements therein contained
      are
      true.

    


    


    


    /s/
      Irla
      Brady                      


    Notary
      Public

    My
      Commission expires:

    (Seal)

    December
      14, 2007

    
 

     

    

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      


      


      


      


      


       

      


      TRONOX
        INCORPORATED 2005 LONG TERM INCENTIVE PLAN

       

       

       

       

       

      
 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      TRONOX
        INCORPORATED 2005 LONG TERM INCENTIVE PLAN

      


      


      TABLE
        OF CONTENTS

      


      


      
        	
                Article

              	 	
                Page

              
	 	 	 
	
                I

              	
                Purpose..................................................................................................... 

              	
                1

              
	 	 	 
	
                II

              	
                Definitions...................................................................................................

              	
                1

              
	 	 	 
	
                III

              	
                Administration...............................................................................................

              	
                3

              
	 	 	 
	
                IV

              	
                Eligibility......................................................................................................

              	
                5

              
	 	 	 
	
                V

              	
                Limitations
                  on Awards.....................................................................................

              	
                5

              
	 	 	 
	
                VI

              	
                Stock
                  Options...............................................................................................

              	
                6

              
	 	 	 
	
                VII

              	
                Stock
                  Appreciation
                  Rights................................................................................

              	
                8

              
	 	 	 
	
                VIII

              	
                Restricted
                  Stock............................................................................................

              	
                9

              
	 	 	 
	
                IX

              	
                Performance
                  Awards......................................................................................

              	
                9

              
	 	 	 
	
                X

              	
                Adjustment
                  Upon Changes in
                  Stock....................................................................

              	
                10

              
	 	 	 
	
                XI

              	
                Change
                  in
                  Control...........................................................................................

              	
                10

              
	 	 	 
	
                XII

              	
                Miscellaneous...............................................................................................

              	
                12

              
	 	 	 
	
                XIII

              	
                Amendment
                  and
                  Termination.............................................................................

              	
                13

              
	 	 	 
	
                XIV

              	
                Duration
                  of the Plan........................................................................................

              	
                14

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      TRONOX
        INCORPORATED 2005
        LONG TERM INCENTIVE PLAN

      


      


      Article
        I

      


      Purpose

      


      The
        purpose of the Tronox Incorporated 2005 Long Term Incentive Plan (the "Plan")
        is
        to provide incentive opportunities for Non-Employee Directors and employees,
        and
        to align their personal financial interest with the Company's stockholders.
        The
        Plan includes provisions for stock options, stock appreciation rights,
        restricted stock and performance related awards.

      


      


      Article
        II

      


      Definitions

      


      	a)  	
              "Award"
                shall mean an award under the Plan of Options, SARs, Restricted Stock
                or a
                Performance Award.

            


      


      	b)  	
              "Board
                or Board of Directors"
                shall mean the Board of Directors of the
                Company.

            


      


      	c)  	
              "Cause"
                shall mean (i) the continued failure of the Employee to perform
                substantially all of his or her duties as an Employee (other than
                any such
                failure resulting from incapacity due to physical or mental
                illness); (ii)
                the willful engaging by the Employee in gross misconduct which is
                materially and demonstrably injurious to the Company; or (iii) the
                conviction of, or plea of guilty or nolo contendere to, a
                felony.

            


      


      	d)  	
              "Code"
                shall mean the Internal Revenue Code of 1986, as amended from time
                to
                time.

            


      


      	e)  	
              "Company"
                shall mean Tronox Incorporated and any successor corporation by merger
                or
                otherwise.

            


      


      	f)  	
              "Committee"
                shall mean the Board or a committee of the Board designated by the
                Board.
                The Committee shall be responsible for administering the Plan pursuant
                to
                Article III herein. 

            


      


      	g)  	
              "Employee"
                shall mean any person employed by the Company, a Subsidiary or Limited
                Liability Company on a full-time salaried basis, including officers
                thereof. The term "Employee" shall not include a person hired as
                an
                independent contractor, leased employee, consultant or a person otherwise
                designated by the Company at the time of hire as not eligible to
                participate in the Plan, even if such person is determined to be
                an
                "employee" by any governmental or judicial authority.
                

            


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	h)  	
              "Fair
                Market Value"
                of Stock shall mean the average of the highest price and the lowest
                price
                at which Stock shall have been sold on the applicable date as reported
                in
                the Wall Street Journal as New York Stock Exchange Composite Transactions
                for that date. In the event that the applicable date is a date on
                which
                there were no such sales of Stock, the Fair Market Value of Stock
                on such
                date shall be the average of the highest price and the lowest price
                at
                which Stock shall have been sold on the last trading day preceding
                such
                date. Notwithstanding the foregoing, the “Fair Market Value” of Stock on
                the date the Company first offers shares of Stock in an initial public
                offering shall be equal to the initial public offering
                price.

            


      


      	i)  	
              "Incentive
                Stock Option"
                or "ISO"
                shall mean an Option which complies with the terms and conditions
                set
                forth in Section 422 of the Code and applicable regulations thereunder.
                Options designated as ISOs shall be interpreted and administered
                in order
                to comply with all the provisions of Section 422 of the Code and
                applicable regulations, including without limitation the requirement
                that
                the aggregate Fair Market Value (determined at the time the Option
                is
                granted) of Stock with respect to which ISOs are exercisable for
                the first
                time by an individual during a calendar year under all plans of the
                Company, any Subsidiary and any LLC shall not exceed $100,000.
                

            


      


      	j)  	
              "Indicators
                of Performance"
                shall mean the following criteria used by the Committee to establish
                a
                performance goal under Section 3.4: Pretax Income, Net Income, Earnings
                Per Share, Sales Volume, Revenue, Expenses, Return on Assets, Return
                on
                Equity, Return on Investment, Net Profit Margin, Operating Profit
                Margin,
                Cash Flow, Total Stockholder Return, Capitalization, Liquidity, Production
                Volume, Results of Customer Satisfaction Surveys and other measures
                of
                Quality, Safety, Productivity, Cost Management or Process
                Improvement.

            


      


      	k)  	
              "Limited
                Liability Company"
                or "LLC"
                shall mean any Limited Liability Company in which the Company or
                a
                Subsidiary owns fifty percent (50%) or more of the Limited Liability
                Company.

            


      


      	l)  	
              "Non-Employee
                Director" shall
                mean any person serving as a director of the Company who is not an
                employee of the Company.

            


      


      	m)  	
              "Option"
                or "Stock
                Option"
                shall mean a right granted under the Plan to an Optionee to purchase
                a
                stated number of shares of Stock at a stated exercise
                price.

            


      


      	n)  	
              "Optionee"
                shall mean an Employee or Non-Employee Director who has received
                a Stock
                Option granted under the Plan.

            


      


      	o)  	
              "Performance
                Award"
                shall mean an Award issued under Article
                IX.

            


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	p)  	
              "Performance
                Period"
                shall mean a period established by the Committee of not less than
                one year
                during which performance shall be measured under a Performance
                Award.

            


      


      	q)  	
              "Restricted
                Stock"
                shall mean Stock which is issued pursuant to Article VIII of the
                Plan.

            


      


      	r)  	
              "Restriction
                Period"
                shall mean that period of time as determined by the Committee during
                which
                Restricted Stock is subject to such terms, conditions and restrictions
                as
                shall be assigned by the Committee.

            


      


      	s)  	
              "Retirement"
                shall mean retirement of an Employee after attaining age and service
                requirements of the Company pension plan in which the employee
                participates. For this purpose, "service" for U.S. Employees shall
                be
                measured under the rules for determining vesting service under the
                Company’s tax-qualified defined benefit plan for U.S. Employees.
                “Retirement” for Non-Employee Directors shall mean termination from
                service on the Board for any reason other than Total Disability or
                death.

            


      


      	t)  	
              "Stock"
                shall mean the class A common stock of the
                Company.

            


      


      	u)  	
              "Stock
                Appreciation Right"
                or "SAR"
                shall mean a right granted in accordance with Article VII of the
                Plan.

            


      


      	v)  	
              "Subsidiary"
                shall mean any corporation (other than the Company) in which the
                Company,
                a Subsidiary or a Limited Liability Company of the Company owns fifty
                percent (50%) or more of the total combined voting power of all classes
                of
                stock, provided that, with regard to Incentive Stock Options, "Subsidiary"
                shall have the meaning provided under Section 424(f) of the Code.
                

            


      


      	w)  	
              "Total
                Disability"
                and "Totally
                Disabled"
                shall have such meaning as that defined under the Company's group
                insurance plan covering total disability and determinations of Total
                Disability shall be made by the insurance company providing such
                coverage
                on the date on which the Employee, whether or not eligible for benefits
                under such insurance plan, becomes Totally Disabled. However, in
                the
                absence of such insurance plan or in the event the individual is
                a
                Non-Employee Director, the Committee shall make such
                determination.

            


      


      


      Article
        III

      


      Administration

      


      3.1 The
        Committee.
        The
        Plan shall be administered by the Committee. Subject to such approvals and
        other
        authority as the Board may reserve to itself from time to time, the Committee
        shall, consistent with the provisions of the Plan, from time to time establish
        such rules and regulations and appoint such agents as it deems appropriate
        for
        the proper administration of the Plan, and make such determinations under,
        and
        such interpretations of, and take such steps in connection with the Plan
        or the
        Awards as it deems necessary or advisable.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.2  Authority
        of the Committee.
        Subject to the provisions herein, the Committee shall have the full power
        (a) to
        determine the Employees and Non-Employee Directors who shall receive Awards
        under the Plan, (b) to determine the size and types of Awards to be issued
        under
        the Plan, (c) to determine the terms and conditions of such Awards in a manner
        consistent with the Plan, (d) to construe and interpret the Plan and any
        agreement or instrument entered into under the Plan, and resolve any ambiguities
        with respect to any of the terms and provisions hereof as written and as
        applied
        to the operation of the Plan, (e) to establish, amend or waive rules and
        regulations for the Plan's administration, and (f) to amend the terms and
        conditions of any outstanding Award to the extent such terms and conditions
        are
        within the sole discretion of the Committee as provided in the Plan and subject
        to the limitations and restrictions otherwise applicable under the Plan,
        including those contained in Article XIII which among other restrictions
        prohibit the repricing of options without further shareholder approval.
        Notwithstanding the foregoing, the Committee shall not amend an Award in
        a
        manner that would have a materially adverse effect on the grantee's rights
        or
        obligations under the Award without the consent of the grantee. 

      


      The
        Committee may take any action consistent with the terms of the Plan which
        the
        Committee deems necessary to comply with any laws or regulatory requirements
        of
        a foreign country or to avoid adverse tax consequences under any such law
        or
        requirements. Such actions may include modifying the terms and conditions
        governing any Awards, including issuing restricted stock units in lieu of
        Restricted Stock, or establishing any local country plans as sub-plans to
        this
        Plan, each of which may be attached as an appendix hereto.

      


      As
        permitted by law, the Committee may delegate its authority hereunder, including
        without limitation delegating to a Company officer the authority to issue
        Awards
        covering a specified number of shares of Stock to Employees who are not
        officers. 

      


      3.3  Decisions
        Binding.
        All
        determinations and decisions of the Committee as to any disputed question
        arising under the Plan or an Award, including questions of construction and
        interpretation, shall be final, binding and conclusive upon all
        parties.

      


      3.4  Awards
        Subject to Performance Goals.
        The
        Committee may determine that an Award shall be subject to the satisfaction
        of
        such performance goals as established by the Committee. As determined by
        the
        Committee, achievement of the performance goals may be measured (a)
        individually, alternatively or in any combination, (b) with respect to the
        Company, a subsidiary, division, business unit, product line, product, or
        any
        combination of the foregoing, or (c) on an absolute basis, or relative to
        a
        target, to a designated comparison group, to results in other periods, to
        an
        index, or to other external measures.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      In
        determining whether a performance goal is met, the Committee may exclude
        the
        impact of any event or occurrence which the Committee determines should
        appropriately be excluded, such as a restructuring or other nonrecurring
        charge,
        an event either not directly related to the operations of the Company or
        not
        within the reasonable control of the Company's management, or a change in
        accounting standards required by U. S. generally accepted accounting
        principles.

      


      For
        an
        Award that is subject to performance goals and that is intended to qualify
        as
        "performance-based compensation" under Section 162(m) of the Code, the following
        additional provisions shall apply: (a) the applicable performance goals will
        be
        based on one or more Indicators of Performance, (b) the Committee may adjust
        downwards, but not upwards, the amount payable pursuant to such Award upon
        attainment of the performance goals, (c) the Committee may not waive the
        achievement of the applicable performance goals except in the case of the
        death
        or disability of the grantee, or under such other conditions where such waiver
        will not jeopardize the treatment of other Awards as “performance-based
        compensation” under Section 162(m), and (d) the Award shall otherwise comply
        with the requirements of Section 162(m), or any successor provision
        thereto, and the regulations thereunder.

      


      3.5  Effect
        of Code Section 409A.
        To the
        extent that any Award under this plan is or may be considered to involve
        a
        nonqualified deferred compensation plan or deferral subject to Section 409A
        of
        the Code, the terms and administration of such Award shall comply with the
        provisions of such Section, applicable IRS guidance and good faith reasonable
        interpretations thereof and, to the extent necessary, shall be modified,
        replaced, or terminated in the discretion of the Committee.

      


      


      Article
        IV

      


      Eligibility

      


      Those
        Employees who, in the judgment of the Committee, may contribute to the
        profitability and growth of the Company, a Subsidiary, or Limited Liability
        Company and all Non-Employee Directors, shall be eligible to receive Awards
        under the Plan, provided that only Employees shall be eligible for grants
        of
        ISOs.

       

      


      Article
        V

      


      Limitations
        on Awards

      


      5.1   Limits
        on Issuance of Shares.
        The
        Stock to be distributed under the Plan may be either authorized and issued
        shares or unissued shares, including but not limited to shares held as treasury
        shares. The maximum number of shares of Stock which may be issued under the
        Plan
        shall be $6,060,000. The following additional limitations shall apply to
        the
        issuance of Stock under the Plan pursuant to various types of
        Awards:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        
          	 	
                  Type
                    of Awards

                	
                  Maximum
                    Issuance

                
	 	 	 
	
                  (a)

                	
                  Restricted
                    Stock and Performance Awards

                  to
                    Employees

                	
                  1,500,000
                    shares

                
	 	 	 
	
                  (b)

                	
                  Stock
                    Options and Restricted Stock to

                  Non-Employee
                    Directors, but no more

                  than
                    125K shares of Restricted Stock

                	
                  250,000
                    shares

                
	 	 	 
	
                  (c)

                	
                  Incentive
                    Stock Options

                	
                  1,500,000
                    shares

                


        



      Any
        shares of Stock that are subject to an Award which for any reason lapses,
        is
        cancelled, or is terminated without the issuance of such shares shall again
        be
        available for Awards under the Plan. 

      


      5.2   Limits
        on Awards to Employees.
        No
        Employee shall be awarded, during the term of the Plan, (a) Restricted Stock
        covering more than 500,000 shares
        of Stock, or (b) Options and SARs covering more than 2,000,000 shares of
        Stock.
        No Employee shall be granted Performance Awards under Article IX during a
        calendar year that could result in a payment of more than $5,000,000 in cash
        and/or shares of Stock, based on the Fair Market Value of the Stock as of
        the
        first day of the performance period. 

      


      


      Article
        VI

      


      Stock
        Options

      


      6.1   Grant
        of Options.

      


      (a) The
        Committee may, at any time and from time to time, grant Options under the
        Plan
        to eligible Employees or Non-Employee Directors, for such numbers of shares
        and
        having such terms as the Committee shall designate, subject to the provisions
        of
        the Plan. The Committee will also determine the type of Option granted (e.g.,
        ISO, nonstatutory, other statutory Options as from time to time may be permitted
        by the Code) or a combination of various types of Options. The date on which
        an
        Option shall be granted shall be the date of the Committee's authorization
        of
        such grant. Any individual at any one time and from time to time may hold
        more
        than one Option granted under the Plan or under any other Stock plan of the
        Company.

      


      (b) Each
        Option shall be evidenced by a Stock Option Agreement in such form and
        containing such provisions consistent with the provisions of the Plan as
        the
        Committee from time to time shall approve.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.2   Exercise
        Price.
        The
        price at which shares of Stock may be purchased under an Option shall not
        be
        less than 100% of the Fair Market Value of the Stock on the date the Option
        is
        granted.

      


      6.3   Option
        Period.
        The
        period during which an Option may be exercised shall be determined by the
        Committee; provided, that such period will not be longer than ten years from
        the
        date on which the Option is granted in the case of ISOs, and ten years and
        one
        day in the case of other Options. The date or dates on which portion(s) of
        an
        Option may be exercised during the term of an Option shall be determined
        by the
        Committee and may vary from Option to Option. The Committee may also determine
        to accelerate the time at which portion(s) of an outstanding Option may be
        exercised. 

      


      6.4   Termination
        of Service.
        An
        Option shall terminate and may no longer be exercised three months after
        the
        Optionee ceases to be an Employee for any reason other than termination for
        Cause, Total Disability, death or Retirement. Unless an Employee's Stock
        Option
        Agreement provides otherwise, all Options shall terminate and may no longer
        be
        exercised upon an Optionee's termination for Cause. If an Employee's employment
        is terminated by reason of Total Disability or Retirement, all Options held
        by
        the Employee will vest and may be exercised within the period not to exceed
        the
        lesser of four years following such termination or the remaining term of
        the
        Option award. If the Optionee is an Employee and dies while in the employ
        of the
        Company, a Subsidiary or LLC, or within three months after the termination
        of
        such employment (except termination for Cause), the vesting provisions of
        an
        Option held by the Employee will lapse and such Option may, within the lesser
        of
        four years after the Optionee's death or the remaining term of the Option
        award,
        be exercised by the legal representative of the Optionee's estate, or if
        it has
        been distributed as part of the estate, by the person or persons to whom
        the
        Optionee's rights under the Option shall pass by will or by the applicable
        laws
        of descent and distribution. If a Non-Employee Director’s service is terminated
        due to Retirement or Total Disability, all Options held by the Non-Employee
        Director will vest and such Options may be exercised within the remainder
        of the
        Option's term. If a Non-Employee Director dies while in the service of the
        Company, all Options held by the Non-Employee Director will vest and such
        Options may be exercised within the remainder of the term of the Option by
        the
        legal representative of the Optionee's estate, or if it has been distributed
        as
        part of the estate, by the person or persons to whom the Optionee's rights
        under
        the Option shall pass by will or by the applicable laws of descent and
        distribution. In no event may an Option be exercised to any extent by anyone
        after the expiration or termination of the Option.

      


      6.5   Payment
        for Shares.

      


      To
        the
        extent permitted under applicable law and the relevant Stock Option Agreement,
        the exercise price of an Option shall be paid to the Company in full at the
        time
        of exercise at the election of the Optionee (1) in cash, (2) in shares of
        Stock
        having a Fair Market Value equal to the aggregate exercise price of the Option
        and satisfying such other requirements as may be imposed by the Committee,
        (3)
        partly in cash and partly in such shares of Stock, (4) to the extent permitted
        by the Committee, through the withholding of shares of Stock (which would
        otherwise be delivered to the Optionee) with an aggregate Fair Market Value
        on
        the exercise date equal to the aggregate exercise price of the Option or
        (5)
        through the delivery of irrevocable instructions to a broker to deliver promptly
        to the Company an amount equal to the aggregate exercise price of the Option.
        The Committee may limit the extent to which shares of Stock may be used in
        exercising Options. No Optionee shall have any rights to dividends or other
        rights of a stockholder with respect to shares of Stock subject to an Option
        until the Optionee has given written notice of exercise of the Option, paid
        in
        full for such shares of Stock and, if applicable, has satisfied any other
        conditions imposed by the Committee pursuant to the Plan.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Article
        VII

      


      Stock
        Appreciation Rights

      


      7.1   Grant.  An
        SAR shall represent a right to receive a payment in cash equal to the excess
        of
        the Fair Market Value of a specified number of shares of Stock on the date
        the
        SAR is exercised over an amount (the SAR exercise price) which shall be no
        less
        than the Fair Market Value of the shares on the date the SAR was granted
        (or the
        option price for SARs granted in tandem with an Option), as set forth in
        the
        applicable Award agreement. Each SAR shall be evidenced by an Award agreement
        that shall specify the SAR exercise price, the duration of the SAR, the number
        of shares of stock to which the SAR pertains, whether the SAR is granted
        in
        tandem with the grant of an Option or is freestanding, and such other provisions
        as the Committee shall determine. SARs shall be exercisable at such times
        and be
        subject to such restrictions and conditions as the Committee shall in each
        instance approve and which shall be set forth in the applicable Award agreement,
        which need not be the same for each grant of for each grantee. 

       

      7.2   Exercise.  
        SARs granted in tandem with the grant of an Option may be exercised for all
        or
        part of the shares of Stock subject to the related Option upon the surrender
        of
        the right to exercise the equivalent portion of the related Option. SARs
        granted
        in tandem with the grant of an Option may be exercised only with respect
        to the
        shares of Stock for which its related Option is then exercisable. SARs granted
        independently from the grant of an Option may be exercised upon the terms
        and
        conditions contained in the applicable Award agreement. 

       

      7.3   Termination.  The
        Award agreement for a SAR shall
        set
        forth the extent to which a grantee shall have the right to exercise an SAR
        following termination of the grantee's service. Such provisions shall be
        determined in the sole discretion of the Committee, need not be uniform among
        all SARs, and may reflect distinctions based on the reasons for termination.
        

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Article
        VIII

      


      Restricted
        Stock

      


      8.1   Terms
        of Grant.
        At
        the time of making a grant of Restricted Stock or making payment of an Award
        in
        Restricted Stock to an Employee or Non-Employee Director, the Committee shall
        establish a Restriction Period and assign such terms, conditions and other
        restrictions to the Restricted Stock as it shall determine. 

      


      8.2   Restricted
        Stock - Rights.
        Restricted Stock will be represented by a Stock certificate registered in
        the
        name of the Restricted Stock recipient. Such certificate, accompanied by
        a
        separate duly endorsed stock power, shall be deposited with the Company.
        The
        recipient shall be entitled to receive dividends during the Restriction Period
        and shall have the right to vote such Restricted Stock and all other
        stockholder's rights, with the exception that (i) the recipient will not
        be
        entitled to delivery of the Stock certificate during the Restriction Period,
        (ii) the Company will retain custody of the Restricted Stock during the
        Restriction Period and (iii) a breach of the terms and conditions established
        by
        the Committee pursuant to the Award will cause a forfeiture of the Restricted
        Stock. The Committee may, in addition, prescribe additional restrictions,
        terms
        and conditions upon or to the Restricted Stock.

      


      8.3   Termination
        of Service.
        If an
        Employee or Non-Employee Director terminates service by reason of Total
        Disability, death or Retirement prior to the expiration of a Restriction
        Period
        for a grant of Restricted Stock, the Restriction Period will lapse and the
        shares will be delivered to the recipient. Unless the Committee provides
        otherwise, a termination of service for other reasons prior to the expiration
        of
        the applicable Restriction Period will result in the forfeiture of the
        Restricted Stock.

      


      8.4   Restricted
        Stock Agreement.
        Each
        grant of, or payment of an Award in, Restricted Stock shall be evidenced
        by a
        Restricted Stock Agreement in such form and containing such terms and conditions
        not inconsistent with the provisions of the Plan as the Committee from time
        to
        time shall approve.

      


      


      Article
        IX

      


      Performance
        Awards

      


      9.1   Eligibility
        for Awards.
        The
        Committee shall designate Employees as eligible to receive Performance Awards
        under the Plan and shall establish applicable Performance Periods and
        performance goals for any such Awards.

      


      9.2   Performance
        Awards.
        Performance Awards may be in the form of performance shares, which are units
        valued by reference to shares of Stock or performance units, which are units
        valued by reference to financial measures or property other than Stock, and
        shall be subject to such terms and conditions and other restrictions as the
        Committee shall assign. At the time of making grants of Performance Awards,
        the
        Committee shall establish such terms and conditions as it shall determine
        applicable to such Awards. Performance Awards may be paid out in cash, Stock,
        Restricted Stock, other property or a combination thereof. Recipients of
        Performance Awards are not required to provide consideration other than the
        rendering of service.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.3   Partial
        Performance Period Participation.
        Subject to applicable restrictions under Section 162(m) of the Code, the
        Committee shall determine the extent to which an Employee shall participate
        in a
        partial Performance Period because of becoming eligible after the beginning
        of
        such Performance Period. In the event an Employee terminates employment due
        to
        death, Total Disability or Retirement after completing at least one month
        of the
        Performance Period for an Award, such Employee shall be entitled to a pro
        rata
        portion of the Award if the applicable performance goals are met, payable
        in
        accordance with procedures established by the Committee. Unless the Committee
        provides otherwise, if an Employee terminates employment for any other reason
        prior to the end of a Performance Period for an Award, he shall not be entitled
        to any payment under the Award. 

      


      


      Article
        X

      


      Adjustment
        Upon Changes In Stock

      


      Subject
        to the limitations of Article XIII, the Committee shall appropriately adjust
        the
        number of shares or kind of Stock which may be issued pursuant to this Plan,
        the
        other limits on Stock issuable under the Plan under Article V, and the number
        of
        shares covered by, and the exercise price of, each outstanding Award, for
        any
        increase or decrease in the total number of issued and outstanding Stock
        (or
        change in kind) resulting from any change in the Stock through a merger,
        consolidation, reorganization, recapitalization, subdivision or consolidation
        of
        shares or other capital adjustment or the payment of a stock dividend or
        other
        increase or decrease (or change in kind) in such shares. In the event of
        any
        such adjustment, fractional shares shall be eliminated. 

      


      


      Article
        XI

      


      Change
        In Control

      


      Notwithstanding
        anything to the contrary in the Plan, in the event of a Change in
        Control:

      


      (i) If
        during a Restriction Period(s) applicable to Restricted Stock issued under
        the
        Plan, all restrictions imposed hereunder on such Restricted Stock shall lapse
        effective as of the date of the Change in Control; 

      


      (ii) If
        during a Performance Period(s) applicable to a Performance Award granted
        under
        the Plan, an Employee shall earn the number of performance shares or performance
        units which the Employee would have earned as if target performance under
        the
        Award was obtained; and 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (iii) Any
        outstanding Options or SARs that are not exercisable shall become exercisable
        effective as of the date of a Change in Control. If a grantee's employment
        or
        service is terminated within 24 months of the effective date of a Change
        in
        Control, to the extent that any Option or SAR was exercisable at the time
        of the
        grantee's termination, such Option or SAR may be exercised within four years
        following the date of termination or expiration of the Award if
        sooner.

      


      For
        purposes of the Plan, a "Change in Control" shall be deemed to have occurred
        if
        after the date the Company first offers shares of Stock in an initial public
        offering:

      


      (a) Any
        person ("Person") as defined in Section 3(a)(9) of the Securities Exchange
        Act
        of 1934, as amended (the "Exchange Act"), and as used in Section 13(d) and
        14(d)
        thereof, including a "group" as defined in Section 13(d) of the Exchange
        Act,
        but excluding the Company and any subsidiary and any employee benefit plan
        sponsored or maintained by the Company or any subsidiary (including any trustee
        of such plan acting as trustee), directly or indirectly, becomes the "beneficial
        owner" (as defined in Rule 13d-3 under the Exchange Act), of securities of
        the
        Company representing 25% or more of the combined voting power of the Company's
        then outstanding securities (other than indirectly as a result of the Company's
        redemption of its securities); or

      


      (b) The
        consummation of any merger or other business combination of the Company,
        sale of
        50% or more of the Company's assets, liquidation or dissolution of the Company
        or combination of the foregoing transactions (the "Transactions") other than
        a
        Transaction immediately following which the shareholder of the Company and
        any
        trustee or fiduciary of any Company employee benefit plan immediately prior
        to
        the Transaction own at least 60% of the voting power, directly or indirectly,
        of
        (A) the surviving corporation in any such merger or other business combination;
        (B) the purchaser or successor to the Company's assets; (C) both the surviving
        corporation and the purchaser in the event of any combination of Transactions;
        or (D) the parent company owning 100% of such surviving corporation, purchaser
        or both the surviving corporation and the purchaser, as the case may be;
        or

      


      (c) Within
        any twenty-four month period, the persons who were directors immediately
        before
        the beginning of such period (the "Incumbent Directors") shall cease (for
        any
        reason other than death) to constitute at least a majority of the Board or
        the
        board of directors of a successor to the Company. For this purpose, any director
        who was not a director at the beginning of such period shall be deemed to
        be an
        Incumbent Director if such director was elected to the Board by, or on the
        recommendation of or with the approval of, at least two-thirds of the directors
        who then qualified as Incumbent Directors (so long as such director was not
        nominated by a person who commenced or threatened to commence an election
        contest or proxy solicitation by or on behalf of a Person (other than the
        Board)
        or who has entered into an agreement to effect a Change in Control or expressed
        an intention to cause such a Change in Control); or

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)  A
        majority of the members of the Board of Directors in office immediately prior
        to
        a proposed transaction determine by a written resolution that such proposed
        transaction, if taken, will be deemed a Change in Control and such proposed
        transaction is consummated.

      


      The
        following events shall not constitute a Change in Control and shall not be
        considered in determining whether a Change in Control has occurred: (i) the
        sale
        or purchase of the Company’s common stock in connection with the initial public
        offering of such stock; (ii) the distribution to Kerr-McGee Corporation
        shareholders of the shares of the Company’s common stock that Kerr-McGee
        Corporation and its affiliates own subsequent to the completion of the initial
        public offering of such stock; or (iii) Kerr-McGee Corporation exchanging
        shares
        of the Company’s common stock that it owns subsequent to the completion of the
        initial public offering of such stock with its shareholders in return for
        shares
        of Kerr-McGee Corporation.

      


      


      


      Article
        XII

      


      Miscellaneous

      


      12.1   Effect
        on Other Plans.
        Except as otherwise required by law, no action taken under the Plan shall
        be
        taken into account in determining any benefits under any pension, retirement,
        thrift, profit sharing, group insurance or other benefit plan maintained
        by the
        Company or any Subsidiaries, unless such other plan specifically provides
        for
        such inclusion.

      


      12.2   Transfer
        Restrictions.
        Except as provided in Article XII, Section 12.3, no Award shall be transferable
        other than by will or the laws of descent and distribution. Any Option or
        SAR
        shall be exercisable (i) during the lifetime of the grantee, only by the
        grantee
        or, to the extent permitted by the Code, by an appointed guardian or legal
        representative of the grantee, and (ii) after death of the grantee, only
        by the
        grantee's legal representative or by the person who acquired the right to
        exercise such Option or SAR by bequest or inheritance or by reason of the
        death
        of the grantee.

      


      12.3   Transfer
        of Options.
        The
        Committee may, in its discretion, authorize all or a portion of the Options
        to  be granted to an
        Optionee to be on terms which permit transfer by such Optionee to an immediate
        family member of the Optionee who acquires the options from the Optionee
        through
        a gift or a domestic relations order. For purposes of this Article XII, Section
        12.3, "family member" includes any child, stepchild, grandchild, parent,
        stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
        son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
        relationships, trusts for the exclusive benefit of these persons and any
        other
        entity owned solely by these persons, provided that the Stock Option Agreement
        pursuant to which such Options are granted must be approved by the Committee
        and
        must expressly provide for transferability in a manner consistent with this
        Section and provided further that subsequent transfers of transferred options
        shall be prohibited except those in accordance with Article XII, Section
        12.2.
        Following transfer, any such Options shall continue to be subject to the
        same
        terms and conditions as were applicable immediately prior to transfer. The
        events of termination of service of Article VI, Section 6.4 hereof shall
        continue to be applied with respect to the original Optionee, following which
        the options shall be exercisable by the Transferee only to the extent and
        for
        the periods specified in Article VI, Section 6.4.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      12.4   Withholding
        Taxes.
        The
        Company shall have the right to withhold from any settlement hereunder any
        federal, state, or local taxes required by law to be withheld, or require
        payment in the amount of such withholding. If settlement hereunder is in
        the
        form of Stock, such withholding may be satisfied by the withholding of shares
        of
        Stock by the Company, unless the grantee shall pay to the Company an amount
        sufficient to cover the amount of taxes required to be withheld, and such
        withholding of shares does not violate any applicable laws, rules or regulations
        of federal, state or local authorities.

      


      12.5   Transfer
        of Employment and Leave of Absence.
        Transfer of employment between the Company, a Subsidiary or Limited Liability
        Company, or between Limited Liability Companies and Subsidiaries shall not
        constitute termination of employment for the purpose of the Plan. Whether
        any
        leave of absence shall constitute termination of employment for the purposes
        of
        the Plan shall be determined in each case by the Committee.

      


      12.6   Administrative
        Expenses.
        All
        administrative expenses associated with the administration of the Plan shall
        be
        borne by the Company.

      


      12.7   Titles
        and Headings.
        The
        titles and headings of the articles in this Plan are for convenience of
        reference only and in the event of any conflict, the text of the Plan, rather
        than such titles or headings, shall control.

      


      12.8   No
        Guarantee of Continued Employment.
        No
        grant of an Award to an Employee under the Plan or any provisions thereof
        shall
        constitute any agreement for or guarantee of continued employment by the
        Company
        and no grant of an Award to a Non-Employee Director shall constitute any
        agreement for or guarantee of continuing as a Non-Employee Director.


      


      12.9   Proceeds.
        The
        proceeds received by the Company from the sale of Stock under the Plan shall
        be
        added to the general funds of the Company and shall be used for corporate
        purposes as the Board shall direct.

      


      12.10  Governing
        Law.
        The
        Plan shall be governed and construed in accordance with the laws of Delaware,
        except to the extent that federal law applies.

      


      12.11   Award
        Deferrals.
        Employees and non-employee directors who are eligible to participate in a
        deferred compensation plan may elect to defer receipt of amounts under an
        Award
        in accordance with the terms of the plan. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      Article
        XIII

      


      Amendment
        And Termination

      


      The
        Board may at any time terminate or amend this Plan in such respect as it
        shall
        deem advisable. Notwithstanding the foregoing, the Board may not, without
        further approval of the stockholders of the Company, amend the Plan in a
        manner
        that requires such approval under the rules of the New York Stock Exchange,
        the
        Code, or any other applicable law, including any amendment that materially
        increases the maximum number of shares of Stock issuable under the Plan or
        results in the repricing of Options. No amendment or termination of the Plan
        shall, without the consent of the grantee of an Award, have a materially
        adverse
        effect on the grantee’s rights or obligations under the Award. 

      


      


      Article
        XIV

      


      Duration
        Of The Plan

      


      The
        effective date of this Plan shall be November 16, 2005. If not sooner
        terminated by the Board, this Plan shall terminate on November 16, 2015.
        No
        Awards shall be made after the Plan has terminated. Awards granted before
        the
        termination of the Plan shall remain outstanding and the terms of the Plan
        shall
        continue to apply to such Awards.  

      


      


      


      


      


      TRONOX
        INCORPORATED 

      


      


      


      By: