EXHIBIT
        10.1
 
 
 FORM
        OF
        CONTINUITY AGREEMENT FOR OFFICERS
 
 This
        Agreement (the “Agreement”) is dated as of November 28, 2005 by and between
        Tronox Incorporated, a Delaware corporation (the “Company”), and Kelly A. Green
        (the “Executive”).
 
 WHEREAS,
        the Company’s Board of Directors considers the continued services of key
        executives of the Company to be in the best interests of the Company and
        its
        stockholders; and
 
 WHEREAS,
        the Company’s Board of Directors desires to assure, and has determined that it
        is appropriate and in the best interests of the Company and its stockholders
        to
        reinforce and encourage the continued attention and dedication of key executives
        of the Company to their duties of employment without personal distraction
        or
        conflict of interest in circumstances which could arise from the occurrence
        of a
        change in control of the Company; and
 
 WHEREAS,
        the Company’s Board of Directors has authorized the Company to enter into
        continuity agreements with those key executives of the Company and any of
        its
        respective subsidiaries (all of such entities, together with the Company,
        are
        hereinafter referred to as an “Employer”), such agreements to set forth the
        severance compensation which the Company agrees under certain circumstances
        to
        pay such executives; and
 
 WHEREAS,
        the Executive is a key executive of an Employer and has been designated as
        an
        executive to be offered such a continuity compensation agreement with the
        Company.
 
 NOW,
        THEREFORE, in consideration of the premises and the mutual 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 the
        Company first offers shares of its Class A common stock in an initial public
        offering (the
        “Effective Date”) and remain in effect until the third anniversary thereof; provided , however ,
        that
        this Agreement shall automatically renew for an additional year on each
        successive anniversary of the Effective Date, unless an Employer informs
        the
        Executive, in writing, at least 180 days prior to the renewal date, that
        this
        Agreement shall not be renewed. The foregoing shall constitute the “Term” of
        this Agreement for purposes hereof.
  2.  Change
        in Control .
        No
        compensation or other benefit pursuant to Section 4 hereof shall be payable
        under this Agreement unless and until either (i) a Change in Control of the
        Company (as hereinafter defined) shall have occurred while the Executive
        is
        employed by an Employer and the Executive’s employment by an Employer thereafter
        shall have terminated in accordance with Section 3 hereof or (ii) the
        Executive’s employment by an Employer shall have terminated in accordance with
        Section 3(a)(ii) hereof prior to the occurrence of the Change in Control.
        Except
        as provided in Section 2(e) hereof, 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:
 
 
 
 ( 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 shareholders 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 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
 
 ( 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.
 
 (e)  The
        following events shall not constitute a Change in Control under this Agreement
        and shall not be considered in determining whether a Change in Control has
        occurred:
 
 (i)  the sale
        or purchase of the Company’s Class A common stock in connection with the initial
        public offering of such stock;
 
 (ii)  the
        distribution to Kerr-McGee shareholders of the shares of the Company’s Class B
        common stock that Kerr-McGee owns subsequent to the Effective Date;
 
 
 
 (iii)  Kerr-McGee
        Corporation exchanging shares of the Company’s Class B 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;
 
 (iv)  any
        event
        that qualifies as a “change in control” under the terms of any agreement
        providing for continuity compensation under similar terms and conditions
        as this
        Agreement if such agreement was entered into by the Executive and Kerr-McGee
        Corporation before the Effective Date of this Agreement and remains in effect
        on
        the date of the qualifying event; or
 
 (v)  if
        the
        Executive is not a party to an agreement described in Section 2(e)(iv), above,
        any event that would qualify as a “change in control” under the terms of this
        Agreement if the term “Kerr-McGee Corporation” were substituted for the term
“Company” in Section 2 hereof and this Section 2(e) were
        disregarded.
 
 3.  Termination
        of Employment; Definitions .
 
 (a)   Termination
        without Cause by the Company or for Good Reason by the Executive .
 
 (i)
        The
        Executive shall be entitled to the compensation provided for in Section 4
        hereof, if within two years after a Change in Control, the Executive’s
        employment by an Employer shall be terminated (A) by an Employer for any
        reason
        other than (I) the Executive’s Disability or Retirement, (II) the Executive’s
        death or (III) for Cause, or (B) by the Executive with Good Reason (all terms
        are as hereinafter defined), unless such termination occurs with the Executive’s
        prior written consent expressly waiving the rights provided
        hereunder.
 
 (ii)
        In
        addition, the Executive shall be entitled to the compensation provided for
        in
        Section 4 hereof if, (A) in the event that an agreement is signed which,
        if
        consummated, would result in a Change of Control and, within 12 months
        thereafter, the Executive is terminated without Cause by the Company (other
        than
        on account of Executive’s Death or Disability) or terminates employment with
        Good Reason prior to the Change in Control, (B) such termination is at the
        request or instigation of the acquiror or merger partner or otherwise in
        connection with the anticipated Change in Control, and (C) within said 12
        month
        period, such Change in Control actually occurs.
 
 (b)  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.
 
 (c)  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)  Cause .
        For
        purposes of this Agreement, “Cause” shall mean:
 
 ( i )  the
        willful and continued failure of the Executive to perform substantially all
        of
        his or her duties with an Employer (other than any such failure resulting
        from
        incapacity due to physical or mental illness), after a written demand for
        substantial performance is delivered to such Executive by the Board of Directors
        (the “Board”) of the Company which specifically identifies the manner in which
        the Board believes that the Executive has not substantially performed his
        or her
        duties;
 
 ( ii )  the
        willful engaging by the Executive in gross misconduct which is materially
        and
        demonstrably injurious to the Company or any Employer; or
 
 (iii)  the
        conviction of, or plea of guilty or nolo  contendere to, a
        felony.
 
 Termination
        of the Executive for Cause shall be made by delivery to the Executive of
        a copy
        of a resolution duly adopted by the affirmative vote of not less than a
        three-fourths majority of the non-employee Directors of the Company or of
        the
        ultimate parent of the entity which caused the Change in Control (if the
        Company
        has become a subsidiary) at a meeting of such Directors called and held for
        such
        purpose, after 30 days prior written notice to the Executive specifying the
        basis for such termination and the particulars thereof and a reasonable
        opportunity for the Executive to cure or otherwise resolve the behavior in
        question prior to such meeting, finding that in the reasonable judgment of
        such
        Directors, the conduct or event set forth in any of clauses (i) through (iii)
        above has occurred and that such occurrence warrants the Executive’s
        termination.
 
 (e)  Good
        Reason .
        For
        purposes of this Agreement, “Good Reason” shall mean the occurrence, within the
        Term of this Agreement, of any of the following without the Executive’s written
        consent expressly waiving the rights provided hereunder:
 
 (i)  any
        material and adverse diminution in the Executive’s duties or responsibilities
        with the Company (or any affiliate thereof) from those in effect immediately
        prior to the Change in Control;
 
 (ii)  any
        reduction in the Executive’s annual base salary or any adverse change in bonus
        opportunity or participation in cash bonus programs in effect immediately
        prior
        to the Change in Control;
 
 ( iii )  any
        requirement that Executive be based at a location more than 35 miles from
        the
        location at which the Executive was based immediately prior to the Change
        in
        Control (or a substantial increase in the amount of travel Executive is required
        to do because of a relocation of the executive offices); ****
 
 ( iv )  any
        failure by the Company to obtain from any successor to the Company an agreement
        reasonably satisfactory to the Executive to assume and perform this Agreement,
        as contemplated by Section 10(a) hereof; **** or
 
 (v)  any
        amendment, reduction or termination of any benefit plan, program or arrangement,
        which has the effect of causing the Executive to have benefits which are
        not
        substantially similar, in the aggregate, to those benefits provided to the
        Executive immediately prior to the Change in Control.
  
  Notwithstanding
        the foregoing, in the event Executive provides the Company with a Notice
        of
        Termination (as defined below) referencing this Section 3(e), the Company
        shall
        have 30 days thereafter in which to cure or resolve the behavior otherwise
        constituting Good Reason. Any good faith determination by Executive that
        Good
        Reason exists shall be presumed correct and shall be binding upon the
        Company.
 
 (f)  Notice
        of Termination .
        Any
        purported termination of the Executive’s employment (other than on account of
        Executive’s death) with an Employer, if such termination occurs after the
        occurrence of a Change in Control or under circumstances specified under
        Section
        3(a)(ii) above, shall be communicated by a Notice of Termination to the
        Executive, if such termination is by an Employer, or to an Employer, if such
        termination is by 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 an Employer shall be effective without such a Notice of Termination
        having
        been given.
 
 4.  Compensation
        Upon Termination After a Change in Control .
 
 Subject
        to Section 9 hereof, if within two years of a Change in Control, the Executive’s
        employment by an Employer shall be terminated in accordance with Section
        3(a)
        (the “Termination”), the Executive shall be entitled to the following payments
        and benefits:
 
 (a)  Severance .
        The
        Company shall pay or cause to be paid to the Executive a cash severance amount
        equal to (i) **** three
        (3)
        times the sum of (A) the Executive’s annual base salary on the date of the
        Change in Control (or, if higher, the annual base salary in effect immediately
        prior to the giving of the Notice of Termination) and (B) the higher of:
        (x) the
        average of the actual bonuses earned by the Executive in respect of the three
        years prior to the year in which the Change in Control occurs under the
        Company’s incentive award program, or (y) the Executive’s target bonus for the
        year of Termination, plus (ii) in lieu of continuation of any of the Executive’s
        perquisites as provided to the Executive prior to the Change in Control (or,
        if
        greater, at the time of Termination), a cash payment equal to 7 percent of
        the
        Executive’s annual base salary as in effect on the date of the Change in Control
        for each of the three (3) years following the date of Termination. This cash
        severance amount shall be payable in a lump sum.
 
 (b)  Additional
        Payments and Benefits .
        The
        Executive shall also be entitled to:
 
 (i)  a
        lump
        sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid
        annual base salary through the date of Termination, (B) the unpaid portion,
        if
        any, of bonuses previously earned by the Executive pursuant to the Company’s
        Executive incentive award program, plus the pro rata portion of the bonus
        to be
        paid for the year in which the date of Termination occurs (calculated through
        the date of Termination), (C) an amount, if any, equal to compensation
        previously deferred (excluding any qualified plan deferral) and any accrued
        vacation pay, in each case, in full satisfaction of Executive’s rights thereto,
        and (D) an amount, if any, equal to the value of the number of performance
        units
        that the Executive would have earned if the performance period for such
        performance units had ended on the date of the Change in Control or, if greater,
        the target number of performance units under the award.
  
  (ii)  a
        lump
        sum cash payment equal to the aggregate sum of (A) additional pension
        contributions in an amount equal to the Company’s contributions under the
        Company’s 401(k) plan, profit sharing or other savings pension plans (or such
        other qualified and nonqualified defined contribution pension plans as then
        in
        effect) for the three (3) **** year
        period following the date of Termination (the “Separation Period”) (based on
        assumed rates of Executive’s contributions at the level of participation in
        effect as of the last date Executive was permitted to participate); and (B)
        the
        difference between the discounted present value (i.e., lump sum value) of
        the
        annuity benefit the Executive is entitled to receive under the Company’s
        qualified and nonqualified defined benefit retirement programs in which the
        Executive is a participant calculated through the date of Termination and
        the
        discounted present value (i.e., lump sum value) of the annuity benefit the
        Executive would be entitled to receive under such retirement programs calculated
        after adding an additional five years of credit to age and service up to
        a
        maximum of age 65 as if the executive had been paid at the rate used to
        calculate the payments under Section 4(a), provided that the additional credits
        added with respect to each retirement program shall not exceed five years
        when
        added to any additional credits already provided by the terms of the such
        programs in respect of the Termination covered hereby.
 
 (iii)  continued
        medical, dental, vision, and life insurance coverage (excluding accident,
        death,
        and disability insurance) for the Executive and the Executive’s eligible
        dependents or, to the extent such coverage is not commercially available,
        such
        other arrangements reasonably acceptable to the Executive, on the same basis
        as
        in effect prior to the Change in Control or the Executive’s Termination,
        whichever is deemed to provide for more substantial benefits, for a period
        ending on the earlier of (A) the end of the Separation Period or (B) the
        commencement of comparable coverage by the Executive with a subsequent
        employer;
 
 (iv)  unless
        it
        would adversely affect the Company’s ability to use pooling of interest
        accounting in a Change in Control transaction in which such accounting is
        intended to be used, immediate 100% vesting of all outstanding stock options,
        stock appreciation rights and restricted stock granted or issued by any Employer
        to the extent not previously vested on or following the Change of Control;
        and
 
 (v)  all
        other
        accrued or vested benefits in accordance with the terms of the applicable
        plan
        (with an offset for any amounts paid under Section 4(b)(i)(C),
        above).
 
 All
        lump
        sum payments under this Section 4 shall be paid within 15 business days after
        Executive’s date of Termination, provided , however ,
        that
        such payment shall be made 30 days after Termination in the event that the
        Company requires the Executive to sign a release at the time of Termination.
        Discounted present value (i.e., lump sum value) for purposes of subsection
        (ii)
        above shall be calculated using a discount factor equal to one percentage
        point
        below the rate of interest, per annum, publicly announced by The Chase Manhattan
        Bank, N.A. as its prime rate in effect at its principal office in New York
        City,
        and using the actuarial factors set forth in the defined benefit retirement
        program.
 
 (c)  Outplacement .
        If so
        requested by the Executive, outplacement services shall be provided by a
        professional outplacement provider selected by Executive; provided , however ,
        that
        such outplacement services shall be provided the Executive at an aggregate
        total
        cost to the Company of not more than ten (10) percent of such Executive’s annual
        base salary.
 
 (d)  Withholding .
        Payments and benefits provided pursuant to this Section 4 shall be subject
        to
        any applicable payroll and other taxes required to be withheld.
  
  5.  Compensation
        Upon Termination for Death, Disability or Retirement.
 
 If
        an
        Executive’s employment is terminated by reason of Death, Disability or
        Retirement prior to any other termination, Executive will receive:
 
 (a)  the
        sum
        of (i) Executive’s accrued but unpaid salary through the date of Termination,
        (ii) the pro rata portion of the Executive’s target bonus for the year of
        Executive’s Death or Disability (calculated through the date of Termination),
        and (iii) an amount equal to any compensation previously deferred and any
        accrued vacation pay; and
 
 (b)  other
        accrued or vested benefits in accordance with the terms of the applicable
        plan
        (with an offset for any amounts paid under item (a)(iii), above).
 
 6.  Excess
        Parachute Payments .
 
 (a)
        (i)
        If it is determined (as hereafter provided) that any payment or distribution
        by
        the Company or any Employer to or for the benefit of the Executive, whether
        paid
        or payable or distributed or distributable pursuant to the terms of this
        Agreement or otherwise pursuant to or by reason of any other agreement, policy,
        plan, program or arrangement, including without limitation any stock option,
        stock appreciation right or similar right, or the lapse or termination of
        any
        restriction on or the vesting or exercisability of any of the foregoing (a
        “Severance Payment”), would be subject to the excise tax imposed by Section 4999
        of the Code (or any successor provision thereto) by reason of being “contingent
        on a change in ownership or control” of the Company, within the meaning of
        Section 280G of the Code (or any successor provision thereto) or to any similar
        tax imposed by state or local law, or any interest or penalties with respect
        to
        such excise tax (such tax or taxes, together with any such interest and
        penalties, are hereafter collectively referred to as the “Excise Tax”), then the
        Executive shall be entitled to receive an additional payment or payments
        (a
“Gross-Up Payment”) in an amount such that, after payment by the Executive of
        all taxes (including any interest or penalties imposed with respect to such
        taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the
        Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
        imposed upon the Severance Payments.
 
 (ii)  Subject
        to the provisions of Section 6(a)(i) hereof, all determinations required
        to be
        made under this Section 6, including whether an Excise Tax is payable by
        the
        Executive and the amount of such Excise Tax and whether a Gross-Up Payment
        is
        required and the amount of such Gross-Up Payment, shall be made by the
        nationally recognized firm of certified public accountants (the “Accounting
        Firm”) used by the Company prior to the Change in Control (or, if such
        Accounting Firm declines to serve, the Accounting Firm shall be a nationally
        recognized firm of certified public accountants selected by the Executive).
        The
        Accounting Firm shall be directed by the Company or the Executive to submit
        its
        preliminary determination and detailed supporting calculations to both the
        Company and the Executive within 15 calendar days after the Termination Date,
        if
        applicable, and any other such time or times as may be requested by the Company
        or the Executive. If the Accounting Firm determines that any Excise Tax is
        payable by the Executive, the Company shall pay the required Gross-Up Payment
        to, or for the benefit of, the Executive within five business days after
        receipt
        of such determination and calculations. If the Accounting Firm determines
        that
        no Excise Tax is payable by the Executive, it shall, at the same time as
        it
        makes such determination, furnish the Executive with an opinion that he has
        substantial authority not to report any Excise Tax on his/her federal, state,
        local income or other tax return. Any determination by the Accounting Firm
        as to
        the amount of the Gross-Up Payment shall be binding upon the Company and
        the
        Executive absent a contrary determination by the Internal Revenue Services
        or a
        court of competent jurisdiction; provided , however ,
        that no
        such determination shall eliminate or reduce the Company’s obligation to provide
        any Gross-Up Payment that shall be due as a result of such contrary
        determination. As a result of the uncertainty in the application of Section
        4999
        of the Code (or any successor provision thereto) and the possibility of similar
        uncertainty regarding state or local tax law at the time of any determination
        by
        the Accounting Firm hereunder, it is possible that Gross-Up Payments that
        will
        not have been made by the Company should have been made (an “Underpayment”),
        consistent with the calculations required to be made hereunder. In the event
        that the Company exhausts or fails to pursue its remedies pursuant to Section
        6(a) hereof and the Executive thereafter is required to make a payment of
        any
        Excise Tax, the Executive shall direct the Accounting Firm to determine the
        amount of the Underpayment that has occurred and to submit its determination
        and
        detailed supporting calculations to both the Company and the Executive as
        promptly as possible. Any such Underpayment shall be promptly paid by the
        Company to, or for the benefit of, the Executive within five business days
        after
        receipt of such determination and calculations.
  
  (iii)  The
        federal, state and local income or other tax returns filed by the Executive
        (or
        any filing made by a consolidated tax group which includes the Company) shall
        be
        prepared and filed on a consistent basis with the determination of the
        Accounting Firm with respect to the Excise Tax payable by the Executive.
        The
        Executive shall make proper payment of the amount of any Excise Tax, and
        at the
        request of the Company, provide to the Company true and correct copies (with
        any
        amendments) of his/her federal income tax return as filed with the Internal
        Revenue Service and corresponding state and local tax returns, if relevant,
        as
        filed with the applicable taxing authority, and such other documents reasonably
        requested by the Company, evidencing such payment. If prior to the filing
        of the
        Executive’s federal income tax return, or corresponding state or local tax
        return, if relevant, the Accounting Firm determines that the amount of the
        Gross-Up Payment should be reduced, the Executive shall within five business
        days pay to the Company the amount of such reduction.
 
 (iv)  The
        Company and the Executive shall each provide the Accounting Firm access to
        and
        copies of any books, records and documents in the possession of the Company
        or
        the Executive, as the case may be, reasonably requested by the Accounting
        Firm,
        and otherwise cooperate with the Accounting Firm in connection with the
        preparation and issuance of the determination contemplated by Section 6(a)
        hereof.
 
 (v)  The
        fees
        and expenses of the Accounting Firm for its services in connection with the
        determinations and calculations contemplated by Sections 6(a)(ii) and (iv)
        hereof shall be borne by the Company. If such fees and expenses are initially
        advanced by the Executive, the Company shall reimburse the Executive the
        full
        amount of such fees and expenses within five business days after receipt
        from
        the Executive of a statement therefor and reasonable evidence of his/her
        payment
        thereof.
 
 (b)  In
        the
        event that the Internal Revenue Service claims that any payment or benefit
        received under this Agreement constitutes an “excess parachute payment,” within
        the meaning of Section 280G(b)(1) of the Code, the Executive shall notify
        the
        Company in writing of such claim. Such notification shall be given as soon
        as
        practicable but no later than 10 business days after the Executive is informed
        in writing of such claim and shall apprise the Company of the nature of such
        claim and the date on which such claim is requested to be paid. The Executive
        shall not pay such claim prior to the expiration of the 30 day period following
        the date on which the Executive gives such notice to the Company (or such
        shorter period ending on the date that any payment of taxes with respect
        to such
        claim is due). If the Company notifies the Executive in writing prior to
        the
        expiration of such period that it desires to contest such claim, the Executive
        shall (i) give the Company any information reasonably requested by the Company
        relating to such claim; (ii) take such action in connection with contesting
        such
        claim as the Company shall reasonably request in writing from time to time,
        including without limitation, accepting legal representation with respect
        to
        such claim by an attorney reasonably selected by the Company and reasonably
        satisfactory to the Executive; (iii) cooperate with the Company in good faith
        in
        order to effectively contest such claim; and (iv) permit the Company to
        participate in any proceedings relating to such claim; provided , however ,
        that
        the Company shall bear and pay directly all costs and expenses (including,
        but
        not limited to, additional interest and penalties and related legal, consulting
        or other similar fees) incurred in connection with such contest and shall
        indemnify and hold the Executive harmless, on an after-tax basis, for and
        against any Excise Tax or other tax (including interest and penalties with
        respect thereto) imposed as a result of such representation and payment of
        costs
        and expenses.
  
  (c)
        The
        Company shall control all proceedings taken in connection with such contest
        and,
        at its sole option, may pursue or forgo any and all administrative appeals,
        proceedings, hearings and conferences with the taxing authority in respect
        of
        such claim and may, at its sole option, either direct the Executive to pay
        the
        tax claimed and sue for a refund or contest the claim in any permissible
        manner,
        and the Executive agrees to prosecute such contest to a determination before
        any
        administrative tribunal, in a court of initial jurisdiction and in one or
        more
        appellate courts, as the Company shall determine; provided , however ,
        that if
        the Company directs the Executive to pay such claim and sue for a refund,
        the
        Company shall advance the amount of such payment to the Executive on an
        interest-free basis, and shall indemnify and hold the Executive harmless,
        on an
        after-tax basis, from any Excise Tax or other tax (including interest and
        penalties with respect thereto) imposed with respect to such advance or with
        respect to any imputed income with respect to such advance; and provided , further ,
        that if
        the Executive is required to extend the statute of limitations to enable
        the
        Company to contest such claim, the Executive may limit this extension solely
        to
        such contested amount. The Company’s control of the contest shall be limited to
        issues with respect to which a corporate deduction would be disallowed pursuant
        to Section 280G of the Code and the Executive shall be entitled to settle
        or
        contest, as the case may be, any other issue raised by the Internal Revenue
        Service or any other taxing authority. In addition, no position may be taken
        nor
        any final resolution be agreed to by the Company without the Executive’s consent
        if such position or resolution could reasonably be expected to adversely
        affect
        the Executive (including any other tax position of the Executive unrelated
        to
        matters covered hereby).
 
 (d)
        If,
        after the receipt by the Executive of an amount advanced by the Company in
        connection with the contest of the Excise Tax claim, the Executive becomes
        entitled to receive any refund with respect to such claim, the Executive
        shall
        promptly pay to the Company the amount of such refund (together with any
        interest paid or credited thereon after taxes applicable thereto); provided , however ,
        if the
        amount of that refund exceeds the amount advanced by the Company or it is
        otherwise determined for any reason that additional amounts could be paid
        to the
        Named Executive without incurring any Excise Tax, any such amount will be
        promptly paid by the Company to the named Executive (or shall be applied
        to
        reduce any amount that Executive would otherwise be required to pay the
        Company). If, after the receipt by the Executive of an amount advanced by
        the
        Company in connection with an Excise Tax claim, a determination is made that
        the
        Executive shall not be entitled to any refund with respect to such claim
        and the
        Company does not notify the Executive in writing of its intent to contest
        the
        denial of such refund prior to the expiration of 30 days after such
        determination, such advance shall be forgiven and shall not be required to
        be
        repaid and shall be deemed to be in consideration for services rendered after
        the date of the Termination.
 
 7.  Expenses .
        In
        addition to all other amounts payable to the Executive under this Agreement,
        the
        Company shall pay or reimburse the Executive for reasonable legal fees
        (including without limitation, any and all court costs and reasonable attorneys’
fees and expenses) incurred by the Executive in connection with or as a result
        of any claim, action or proceeding brought by the Company or the Executive
        with
        respect to or arising out of this Agreement or any provision hereof; provided , however ,
        that
        the Company shall have no obligation to pay any such legal fees, if (i) in
        the
        case of an action brought by the Executive, the Company is successful in
        establishing with the court that the Executive’s action was frivolous or
        otherwise without any reasonable legal or factual basis; or (ii) in connection
        with any such claim, action or proceeding arising out of Section 12 of this
        Agreement.
 
 8.  Obligations
        Absolute; Non-Exclusivity of Rights; Joint Several Liability .
 
 (a)  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)  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.
 
 (c)  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.
 
 9.  Not
        an
        Employment Agreement; Effect On Other Rights .
 
 (a)  This
        Agreement is not, and nothing herein shall be deemed to create, a contract
        of
        employment between the Executive and the Company. The Company may terminate
        the
        employment of the Executive by the Company at any time, subject to the terms
        of
        this Agreement and/or any employment agreement or arrangement between the
        Company and the Executive that may then be in effect.
 
 (b)  This
        Agreement supersedes all prior agreements covering change in control or any
        other 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 date of execution of this Agreement and shall be of no
        further force or effect.
  
 
 10.  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. Failure of the Company to obtain such agreement prior to the
        effectiveness of any such succession shall be a material breach of this
        Agreement and shall entitle the Executive to terminate the Executive’s
        employment with the Company or such successor for Good Reason immediately
        prior
        to or at any time after such succession. As used in this Agreement, “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 10(a) 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.
 
 (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.
 
 11.  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
 123
        Robert S. Kerr 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.
 
 12. 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 12. 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 12 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 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 12 occurred.
 
 This
        paragraph 12 shall survive this Agreement.
 
 13.  Release .
        In the
        event that the Company requests a release from the Executive, in the form
        attached hereto as Exhibit A, then as a condition to providing any payments
        or
        benefits under this Agreement, the Executive shall deliver such
        release.
 
 14.  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.
 
 15.  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.
 
 16.  Governing
        Law; Venue .
        The
        validity, interpretation, construction and performance of this Agreement
        shall
        be governed exclusively by the laws of the State of **** Delaware
        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 in which Executive
        resides at the commencement of such suit, action or proceeding and waives
        any
        objection, challenge or dispute as to such jurisdiction or venue being
        proper.
  
 17.  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.
 
 IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first above written.
 
 TRONOX
                  INCORPORATED
                
                
                
                By:/s/
                  Thomas W. Adams
                Thomas
                  W. Adams
                Chief
                  Executive OfficerBy:
                  /s/ Kelly A.
                  Green
                Kelly
                  A. Green
  
  **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.  Executive,
        on behalf of Executive, Executive’s agents, assignees, attorneys, successors,
        assigns, heirs and executors, 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
“Releasees”), 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, 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; provided that such released claims shall not
        include any claims to enforce Executive’s rights under, or with respect to, this
        Release (such released claims are collectively referred to herein as the
        “Released Claims”).
 
 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 has read carefully and fully understands the terms of
        this
        Release, and that Executive has been advised to consult with an attorney
        and
        have had the opportunity to consult with an attorney prior to signing this
        Release. Executive acknowledges that he is executing this Release voluntarily
        and knowingly and that he 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 will not receive any payments due him 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 his decision to execute this
        Release prior to the expiration of such twenty-one (21) day period was entirely
        voluntary.
 
 
 
 **TRONOX
        INCORPORATED**
 
 
 
 
 _________________________    ______________________________
 Executive       Title:
 Name: