exv10w4






Exhibit 10.4




EXECUTIVE EMPLOYMENT AGREEMENT




          THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into as of the 15th day
of July, 2008 by and between Tronox Incorporated, a Delaware corporation (hereinafter the “Company”
or “Employer”), and Dennis L. Wanlass (hereinafter the “Executive”).




          WHEREAS: The parties desire to set forth their agreements regarding employment of the
Executive by the Company; and




          WHEREAS, Executive has unique talents which will be of a benefit to the Company both presently
and in the future; and




          WHEREAS, the Board of Directors of the Company (hereinafter the “Board” which term includes
any committees of the Board) considers the employment of the Executive to be in the best interest
of the Company and its stockholders; and




          WHEREAS, this Agreement is intended to comply with the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”). This Agreement shall be interpreted,
operated, and administered in a manner consistent with these intentions, and the parties agree to
amend this Agreement further (if necessary) in order to avoid the adverse tax consequences of Code
Section 409A.




          NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive agree as follows:




     1. Term. This Agreement shall become effective on the date hereof first written above
(the “Effective Date”) and remain in effect until the first anniversary thereof. Unless the
Company informs the Executive, in writing, at least 60 days prior to the end of the initial term or
any renewal date, that this Agreement shall not be renewed, this Agreement shall automatically
renew for additional one (1) year terms on each successive anniversary date of the preceding term.
The foregoing shall constitute the “Term” of this Agreement for purposes hereof and all of the
period during the Term shall be referred to as the “Employment Period”.



     2. Position and Duties. Executive shall serve as an executive vice president of the
company and shall perform the duties normally incidental to such position, and such other duties
and responsibilities as may be prescribed from time to time by the Board. Executive will report to
the Board through a single Board member or committee of the Board to be named at a later time.
During the Employment Period, Executive will devote substantially all of Executive’s working time,
attention and energies (other than absences due to illness or vacation) to the performance of
Executive’s duties for the Company. Notwithstanding the above, Executive will be permitted, to the
extent such activities do not interfere with the performance by Executive of Executive’s duties and
responsibilities under this Agreement or violate an provisions of this



 









 




Agreement, to (i) manage Executive’s personal, financial and legal affairs, and (ii) serve on
civic or other boards or committees.




     3. Place of Performance. Executive’s place of employment will be the Company’s
principal executive offices in Oklahoma City, Oklahoma.



     4. Compensation and Related Matters.



          (a) Base Salary. During the Employment Period, the Company will pay Executive a base
salary (“Base Salary”) in the amount of $500,000. Any adjustments to the Base Salary will be set
by the Board and reviewed in accordance with the Company’s compensation policies from time to time
as established by the Board. The Base Salary will be paid in approximate equal installments in
accordance with the Company’s customary payroll practices.




          (b) Bonus. During each year of the Employment Period, Executive will be eligible to
participate in the Company’s Annual Incentive Compensation Plan as amended, replaced and determined
from time to time by the Board.




          (c) Welfare, Pension and Incentive Benefit Plans. During the Employment Period,
Executive (and Executive’s spouse and/or dependents to the extent provided in the applicable plans
and programs) will be entitled to participate in and be covered under all the welfare benefit plans
or programs maintained by the Company for the benefit of its senior executive officers pursuant to
the terms of such plans and programs including, without limitation, all medical, life,
hospitalization, dental, disability, accidental death and dismemberment and travel accident
insurance plans and programs. In addition, during the Employment Period, Executive will be
eligible to participate in all pension, retirement, savings and other employee benefit plans and
programs and long-term incentive plans maintained from time to time by the Company for the benefit
of its senior executive officers.




          (d) Fringe Benefits. During the Employment Period, the Company will provide Executive
with such other fringe benefits as determined from time to time by the Board.




          (e) Vacation. Executive shall be entitled to four weeks vacation.




          (f) Housing, Commuting and Relocation Costs. The company will lease a furnished
apartment in Oklahoma City for Executive’s use for a one-year period (which may be extended with
Board approval) and shall reimburse the Executive for reasonable actual commuting expenses incurred
during this time. If and when Executive and the Board mutually agree upon Executive’s relocation
to Oklahoma City, Executive will be eligible for the Company’s relocation policy for employees at
Executive’s level.




     5. Termination of Employment and Compensation; Definitions.



          (a) Involuntary Termination of Employment. In the event of the termination of
Executive’s employment by the Company for reasons other than the Executive’s voluntary resignation
or Cause (as defined below), the Executive shall be entitled to: (i) a lump sum payment in an
amount equal to two (2) times the Executives then effective Base Salary; and (ii) continued
medical, dental, vision, and life insurance coverage (excluding accident, death, and disability
insurance) for the Executive and the Executive’s eligible dependents, on the same basis





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as in effect prior to the Executive’s termination for a period ending on the earlier of (A)
thirty-six months following the date of the Executive’s termination or (B) the commencement of
comparable coverage by the Executive with a subsequent employer; provided, however, to the extent
required, to effect the foregoing, the Company shall reimburse the Executive for the COBRA premiums
paid by the Executive for the first six months following the Executive’s termination on or before
the first business day of the eighth month following the Executive’s termination. The Company
shall also pay the Executive’s COBRA premiums for a period commencing on the six-month anniversary
of the date of the Executive’s termination through the end of the COBRA period. Subsequent to the
COBRA period, the Company shall continue to provide, for a period of up to 18 months following the
last day of the Executive’s COBRA period, the Executive (and the Executive’s eligible dependents,
if applicable) with the same level of health insurance benefits upon substantially similar terms
and conditions (including contributions required by the Executive for such benefits) as existed
immediately prior to the Executive’s termination.



     In addition, if within twelve (12) months after a Change in Control (as defined below), the
Executive’s employment shall be terminated for any reason other than the Executive’s Disability or
Retirement, death or for Cause, then all benefits provided under the Company’s long term incentive
plan will immediately vest.




          (b) Change in Control. For purposes of this Agreement, a “Change in Control” shall be
deemed to have occurred if, beginning on the Effective Date and before the end of the Term of this
Agreement:




               (i) any person (“Person”) as defined in Section 9(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 Ruled 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 then outstanding securities (other than
indirectly as a result of the Company’s redemption of its securities); or



               (ii) 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 shareholders of the Company and any trustee of 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 of 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



               (iii) within any twenty-four month period, the persons who were directors immediately before
the beginning of such period (the “incumbent Directors”) shall



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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




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



          (c) Termination due to Death or Disability. In the event Executive’s employment shall
be terminated by Death or Disability, the Company shall pay Executive or the Executive’s estate or
beneficiary, as the case may be, unpaid salary and expenses reimbursable under Section 4 for all
periods through the effective date of termination. In addition, the Company shall be obligated to
make payments pursuant to the terms of the then existing employee benefit programs specified in
Section 4 of the Agreement; and except as provided in this Section 5(c), all payments under this
Agreement shall cease, other than those payments which had accrued, but were not yet paid, on the
date described in this Section 5(c).




               (i) Disability. For purposes of this Agreement, “Disability” shall mean the
Executive’s absence from the full-time performance of the Executive’s duties (as such duties
existed immediately prior to such absence) for 180 consecutive business days, when the Executive is
disabled as a result of incapacity due to physical or mental illness.



               (ii) Retirement. For purposes of this Agreement, “Retirement” shall mean the
Executive’s voluntary termination of employment pursuant to late, normal or early retirement under
a pension plan sponsored by an Employer, as defined in such plan, but only if such retirement
occurs prior to a termination by an Employer without Cause or by the Executive for Good Reason.



          (d) Termination for Cause. If the Board terminates Executive’s employment for Cause,
as defined below, such termination shall relieve Company of its obligation to make any payments
under this Agreement, except for salary and vacation accrued to the date of termination, expenses
reimbursable under Section 4 and other payments that may be payable under then-existing employment
benefit programs specified in Section 4 of the Agreement. “Cause” termination includes, but is not
limited to:




               (i) habitual neglect, after counseling, of the duties that Executive is required to perform
under the terms of this Agreement;



               (ii) repeated violations of written or generally known reasonable and substantial rules
governing employee performance and conduct;



               (iii) refusal to obey reasonable orders in a manner that constitutes



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outright insubordination;




               (iv) committing clearly dishonest acts toward the Company;



               (v) the willful engaging by the Executive in gross misconduct which is materially and
demonstrably injurious to the Company; or



               (vi) Executive’s indictment of, or charge with, a felony by a federal or state court of
competent jurisdiction.



          (e) Notice of Termination. Any purported termination of the Executive’s employment
(other than on account of Executive’s death) with the Company shall be communicated by a Notice of
Termination to the Executive. For purposes of this Agreement, “Notice of Termination” shall mean a
written notice which shall indicate the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provisions so indicated. For purposes
of this Agreement, no purported termination of Executive’s employment with the Company shall be
effective without such a Notice of Termination having been given.




     6. Timeline of Payments; Withholdings.



          (a) Timing of Payments. All lump sum payments under this Agreement shall be paid
within 15 business days after Executive’s Separation from Service, provided,
however, that such payment may be paid within 30 days after the Executive’s Separation from
Service in the event that the Company requires the Executive to sign a release at the time of
Termination.




     Notwithstanding anything in this Agreement, if the Executive is a Key Employee, all amounts
payable under this Agreement in a lump sum on account of the Executive’s termination shall be paid
in a lump-sum on the date that is six months following the Executive’s Separation from Service (or
on the date of the Executive’s death, if earlier).



     For purposes of this Section 6:



               (i) The term “Key Employee” means an employee treated as a “specified employee” under Code
section 409A(a)(2)(B)(i) (i.e., a key employee (as defined in Code section 416(i) without regard to
paragraph (5) thereof)) of the Company. Key Employees shall be determined in accordance with Code
section 409A using a December 31 identification date. A listing of Key Employees as of an
identification date shall be effective for the 12-month period beginning on the April 1 following
the identification date.



               (ii) The term “Separation from Service” means mean a “separation from service” within the
meaning of Section 409A of the Code.



          (b) Withholding. All payments and benefits provided pursuant to this Agreement shall
be subject to any applicable payroll and other taxes required to be withheld.




     7. Effect of Other Rights.



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          (a) Obligations Absolute. The obligations of the Company to make the payments to the
Executive and to make the arrangements provided for herein shall be absolute and unconditional and
shall not be reduced by any circumstances, including without limitation any set-off, counterclaim,
recoupment, defense or other right which the Company may have against the Executive or any third
party at any time.




          (b) Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or
program provided by the Company or any other Employer and for which the Executive may qualify, nor
shall anything herein limit or reduce such rights as the Executive may have under any agreements
with the Company or any other Employer; provided, however, the terms and conditions of compensation
or benefits specifically addressed in this Agreement (e.g., the right to severance pay for a
termination of employment) shall be determined solely in accordance with the terms of this
Agreement. The terms and conditions of compensation or benefits not specifically addressed in this
Agreement shall be determined in accordance with the applicable documents governing such
compensation and benefits (e.g., the amount and timing of payments with respect to performance
units upon a Change in Control is governed by the appropriate long term incentive plan, and the
amount and timing of benefits under the Tronox Incorporated Defined Contribution or Defined Benefit
Restoration Planed Compensation Plans is governed by such plans), and the amount and timing of
benefits under the Company’s qualified and non-qualified defined benefit retirement programs are
governed by the applicable retirement plan.




          (c) Joint and Several. Each entity included in the definition of “Employer” and any
successors or assigns shall be joint and severally liable with the Company under this Agreement.




          (d) This Agreement supersedes all prior agreements relating to the subject matter covered by
this Agreement and Executive hereby represents that the Executive has no other oral or written
representations, understandings or agreements with the Company or any of its officers, directors or
representatives covering any such subject matter and agrees that any and all prior written
agreements relating to such subject matter shall be terminated effective as of the Effective Date
of this Agreement and shall be of no further force or effect. Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under any Company plan or program of the
Company or any other Employer shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement.




     8. Successors; Binding Agreement, Assignment.



          (a) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business of the Company, by
agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it if no
such succession had taken place. As used in this Agreement, the “Company” shall mean (i) the
Company as hereinbefore defined, and (ii) any successor to all the stock of the Company or to all
or substantially all of the Company’s business or assets which executes and delivers an agreement
provided for in this Section or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law, including any parent or subsidiary of such a successor.




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          (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amount would be payable to the
Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s
estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be
assigned or pledged by the Executive.




     9. Notice. For purpose of this Agreement, notices and all other communications
provided for in this Agreement or contemplated hereby shall be in writing and shall be deemed to
have been duly given when personally delivered, delivered by a nationally recognized overnight
delivery service or when mailed United States certified or registered mail, return receipt
requested, postage prepaid, and addressed, in the case of the Company, to the Company at:


Tronox Incorporated

One Leadership Square

Suite 300

211 N. Robinson Avenue

P.O. Box 268859

Oklahoma City, Oklahoma 73126-8859

Attention: Chief Executive Officer

(with a copy to General Counsel)



and in the case of the Executive, to the Executive at the address set forth on the execution page
at the end hereof.




     Either party may designate a different address by giving notice of change of address in the
manner provided above, except that notices of change of address shall be effective only upon
receipt.



     10. Confidentiality.



          (a) The Executive shall retain in confidence any and all confidential information concerning
The Company and its respective business which is now known or hereafter becomes known to the
Executive, except as otherwise required by law and except information (i) ascertainable or obtained
from public information, (ii) received by the Executive at any time after the Executive’s
employment by the Company shall have terminated, from a third party not employed by or otherwise
affiliated with the Company or (iii) which is or becomes known to the public by any means other
than a breach of this Section. Upon the Termination of employment, the Executive will not take or
keep any proprietary or confidential information or documentation belonging to the Company.




          (b) The Executive acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of this Section would be inadequate and, in recognition
of this fact, Executive agrees that, in the event of such a breach or threatened breach, in
addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease
making any payments or providing any benefit otherwise required by this Agreement during the
pendency of any dispute involving such Section and to obtain





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equitable relief in the form of specific performance, temporary restraining order, temporary
or permanent injunction or any other equitable remedy which may then be available. Upon the
resolution of such dispute, any payments or benefits required by this Agreement which were
suspended during the pendency of the dispute shall be paid or provided to the Executive if it is
determined that no breach of this Section occurred.



This Section shall survive this Agreement.




     11. Release. In the event that the Company requests a release from the Executive, in
the form similar to the form attached hereto as Exhibit A or such other form as reasonably
requested by the Company, then as a condition to providing any payments or benefits under this
Agreement, the Executive shall deliver such release.



     12. Amendments. If either party determines that an amendment to this Agreement is
necessary or desirable for the Agreement to remain in compliance with applicable law, it may
request such an amendment, whereupon the parties agree to negotiate in good faith.



     13. Miscellaneous. No provision of this Agreement may be amended, altered, modified,
waived or discharged unless such amendment, alteration, modification, waiver or discharge is agreed
to in writing signed by the Executive and such officer of the Company as shall be specifically
designated by the Committee or by the Board of Directors of the Company. No waiver by either party,
at any time, of any breach by the other party of, or of compliance by the other party with, any
condition or provision of this Agreement to be performed or complied with by such other party shall
be deemed a waiver of any similar or dissimilar provision or condition of this Agreement or any
other breach of or failure to comply with the same condition or provision at the same time or at
any prior or subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement.



     14. Severability. If any one or more of the provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable
law, each party hereto waives any provision of law which renders any provision of this Agreement
invalid, illegal or unenforceable in any respect.



     15. Governing Law; Venue. The validity, interpretation, construction and performance
of this Agreement shall be governed exclusively by the laws of the State of Oklahoma without giving
effect to its conflict of laws rules. For purposes of jurisdiction and venue, The Company and each
Employer hereby consents to jurisdiction and venue in any suit, action or proceeding with respect
to this Agreement in any court of competent jurisdiction in the state of Oklahoma and each party
waives any objection, challenge or dispute as to such jurisdiction or venue being proper.



     16. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which shall be deemed to constitute one and the same
instrument.



     17. Section Headings. The section headings in this Agreement are for convenience only,
and they form no part of this Agreement and will not affect its interpretation.



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     18. Entire Agreement. Except as provided elsewhere, this Agreement sets forth the
entire agreement of the parties with respect to its subject matter and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations or warranties
whether oral or written, by any officer, employee or representative of any party to this Agreement
with respect to such subject matter.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	/s/ Robert C. Gibney	 
	 
	 	 	Robert C. Gibney 	 
	 
	 	By:  	/s/
Dennis L. Wanlass	 
	 	 	1270 Quicksilver Way 	 
	 	 	Mesquite, NV 89027 	 
	 




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Exhibit A

RELEASE





     [     ] (“Executive”), for and in consideration of the payments and benefits that Executive
shall receive under this Agreement, hereby executes the following General Release (“Release”) and
agrees as follows:



     1. Effective on the date all payments have been made by the Company to the Executive under the
Executive Employment Agreement, dated [Insert Date], between the Company and the Executive (the
“Agreement”), Executive, on behalf of Executive, Executive’s agents, assignees, attorneys,
successors, assigns, heirs and executors, agrees to, and Executive does hereby fully and completely
forever release the Company and its affiliates, predecessors and successors and all of their
respective past and/or present officers, directors, partners, members, managing members, managers,
Executives, agents, representatives, administrators, attorneys, insurers and fiduciaries in their
individual and/or representative capacities (hereinafter collectively referred to as the
“Releases”), from any and all causes of action, suits, agreements, promises, damages, disputes,
controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents,
executions and demands of any kind whatsoever (each a “claim”), which Executive or Executive’s
heirs, executors, administrators, successors and assigns ever had, now have or may have against the
Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for,
upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the
date this Release is signed by Executive, including, without limitation, in connection with or in
relationship to Executive’s employment or other service relationship with the Company or its
affiliates, the termination of any such employment or service relationship and any applicable
employment, compensatory or equity arrangement with the Company or its respective affiliates (such
released claims, subject to the provisos in the next clause, are collectively referred to herein as
the “Released Claims”); provided that such released claims shall not include (i) any claims to
enforce Executive’s rights under, or with respect to, the Agreement, including with respect to
accrued or vested benefits referenced in clauses 7(b)(v), 8(c), 9(b), and/or 10(b) of the
Agreement, (ii) any claims to enforce Executive’s rights to any indemnification or contribution
under the Company’s charter or by-laws, by contract or by law, including without limitation any
rights to advancement of funds, or to any insurance whether or not obtained by the Company or (iii)
any claims used as defenses to, or rights of set off relating to, any actions against the
Executive, Executive’s agents, assignees, attorneys, successors, assigns, heirs and executors.



     2. Notwithstanding the generality of clause (1) above, the Released Claims include, without
limitation, (a) any and all claims under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of
1991, the Fair Labor Standards Act, the Executive Retirement Income Security Act of 1974, the
Americans with Disabilities Act, the Family and Medical Leave Act of 1993, and any and all other
federal, state or local laws, statutes, rules and regulations pertaining to employment or
otherwise, and (b) any claims for wrongful discharge, breach of contract, fraud, misrepresentation
or any compensation claims, or any other claims under any statute, rule,



 









 




regulation or under the common law, including compensatory damages, punitive damages,
attorney’s fees, costs, expenses and all claims for any other type of damage or relief.




     3. This means that, by signing this Release, the Executive shall have waived any right to
which the Executive may have had to bring a lawsuit or make any claim against the Releasees based
on any acts or omissions of the Releasees up to the date of the signing of this Release.



     4. Executive represents that he/she has read carefully and fully understands the terms of this
Release, and that Executive has been advised to consult with an attorney and has had the
opportunity to consult with an attorney prior to signing this Release. Executive acknowledges that
he/she is executing this Release voluntarily and knowingly and that he/she has not relied on any
representations, promises or agreements of any kind made to Executive in connection with
Executive’s decision to accept the terms of this Release, other than those set forth in this
Release. Executive acknowledges that Executive has been given at least twenty-one (21) days to
consider whether Executive wants to sign this Release and that the Age Discrimination in Employment
Act gives Executive the right to revoke this Release within seven (7) days after it is signed, and
Executive understands that he/she will not receive any payments due Executive under this Release
until such seven (7) day revocation period (the “Revocation Period”) has passed and then, only if
Executive has not revoked this Release. To the extent Executive has executed this Release within
less than twenty-one (21) days after its delivery to Executive, Executive hereby acknowledges that
Executive’s decision to execute this Release prior to the expiration of such twenty-one (21) day
period was entirely voluntary.



     5. Executive and Company agree not to make any disparaging, negative, or defamatory comments
about the other, including their businesses, directors, officers, employees, parents, subsidiaries,
partners, members, affiliates, operating divisions, representatives or agents, whether written,
oral or electronic. In particular, Executive and Company agree to make no public or private
statements including, but not limited to, press releases, statements to journalists, employees and
prospective employers, interviews, editorials, commentaries, speeches or conversations, that
disparage or may disparage the other party, are critical of the other party, or would cast the
other party in a negative light.



	 	 	 	 	 	 	 
	 

	 	 	 	TRONOX INCORPORATED	 	 
	 
	 	 	 	 	 	 
	/s/ Dennis L. Wanlass
 

Executive

	 	 
	 	/s/ Robert C. Gibney
 

Title: Vice President of Corporate Affairs
	 	 
	 

	 	 	 	Name: Robert C. Gibney