3. Place of Performance. Executive’s place of employment will be the Company’sprincipal executive offices in Oklahoma City, Oklahoma.     4. Compensation and Related Matters.          (a) Base Salary. During the Employment Period, the Company will pay Executive a basesalary (“Base Salary”) in the amount of $350,000. Any adjustments to the Base Salary will be setby the Board and reviewed in accordance with the Company’s compensation policies from time to timeas established by the Board. The Base Salary will be paid in approximate equal installments inaccordance with the Company’s customary payroll practices.          (b) Bonus. During each year of the Employment Period, Executive will be eligible toparticipate in the Company’s Annual Incentive Compensation Plan as amended, replaced and determinedfrom 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 plansand programs) will be entitled to participate in and be covered under all the welfare benefit plansor programs maintained by the Company for the benefit of its senior executive officers pursuant tothe terms of such plans and programs including, without limitation, medical, life, hospitalization,dental, disability, accidental death and dismemberment and travel accident insurance plans andprograms. In addition, during the Employment Period, Executive will be eligible to participate inall pension, retirement, savings and other employee benefit plans and programs and long-termincentive plans maintained from time to time by the Company for the benefit of its senior executiveofficers.          (d) Fringe Benefits. During the Employment Period, the Company will provide Executivewith 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 furnishedapartment in Oklahoma City for Executive’s use for a one-year period (which may be extended withBoard approval) and shall reimburse the Executive for reasonable actual commuting expenses incurredduring this time. If and when Executive and the Company mutually agree upon Executive’s relocationto Oklahoma City, Executive will be eligible for the Company’s relocation policy for employees atExecutive’s level. Notwithstanding any of the foregoing, nothing in this section 4(f) shall act tomake the Executive’s relocation a condition of employment.     5. Termination of Employment and Compensation; Definitions.          (a) Involuntary Termination of Employment. In the event of the termination ofExecutive’s employment by the Company for reasons other than the Executive’s voluntary resignationor Cause (as defined below), the Executive shall be entitled to: (i) a lump sum payment in anamount equal to two (2) times the Executive’s then effective Base Salary; and (ii)continued medical, dental, vision, and life insurance coverage (excluding accident, death, anddisability insurance) for the Executive and the Executive’s eligible dependents, on the same basisas in effect prior to the Executive’s termination for a period ending on the earlier of (A)thirty-six
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months following the date of the Executive’s termination or (B) the commencement ofcomparable coverage by the Executive with a subsequent employer; provided, however, to the extentrequired, to effect the foregoing, the Company shall reimburse the Executive for the COBRA premiumspaid by the Executive for the first six months following the Executive’s termination on or beforethe first business day of the eighth month following the Executive’s termination. The Companyshall also pay the Executive’s COBRA premiums for a period commencing on the six-month anniversaryof the date of the Executive’s termination through the end of the COBRA period. Subsequent to theCOBRA period, the Company shall continue to provide, for a period of up to 18 months following thelast 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 termsand conditions (including contributions required by the Executive for such benefits) as existedimmediately prior to the Executive’s termination.     In addition, if within twelve (12) months after a Change in Control (as defined below), theExecutive’s employment shall be terminated for any reason other than the Executive’s Disability orRetirement, death or for Cause, then all benefits provided under the Company’s long term incentiveplan will immediately vest.          (b) Change in Control. For purposes of this Agreement, a “Change in Control” shall bedeemed to have occurred if, beginning on the Effective Date and before the end of the Term of thisAgreement:                  (i) any person (“Person”) as defined in Section 9(a)(9) of the Securities Exchange Act of1934, 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 anysubsidiary 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 Companyrepresenting 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 thanindirectly 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 theforegoing transactions (the “Transactions”) other than a Transaction immediately following whichthe shareholders of the Company and any trustee of fiduciary of any Company employee benefit planimmediately 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) thepurchaser of or successor to the Company’s assets; (c) both the surviving corporation and thepurchaser in the event of any combination of Transactions; or (D) the parent company owning 100% ofsuch surviving corporation, purchaser or both the surviving corporation and the purchaser, as thecase may be; or                  (iii) within any twenty-four month period, the persons who were directors immediately beforethe beginning of such period (the “incumbent Directors”) shall cease (for any reason other thandeath) to constitute at least a majority of the Board or the board of
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directors of a successor tothe Company. For this purpose, any director who was not a director at the beginning of such periodshall be deemed to be an Incumbent Director if such director was elected to the Board by, or on therecommendation of or with the approval of, at least two-thirds of the directors who then qualifiedas Incumbent Directors (so long as such director was not nominated by a person who commenced orthreatened to commence an election contest or proxy solicitation by or on behalf of a person (otherthan the Board) or who has entered into an agreement to effect a Change in Control or expressed anintention to cause such a Change in Control); or                  (iv) a majority of the members of the Board in office immediately prior to a proposedtransaction determine by a written resolution that such proposed transaction, if taken, will bedeemed a Change in Control and such proposed transaction is consummated.          (c) Termination due to Death or Disability. In the event Executive’s employment shallbe terminated by Death or Disability, the Company shall pay Executive or the Executive’s estate orbeneficiary, as the case may be, unpaid salary and expenses reimbursable under Section 4 for allperiods through the effective date of termination. In addition, the Company shall be obligated tomake payments pursuant to the terms of the then existing employee benefit programs specified inSection 4 of the Agreement; and except as provided in this Section 5(c), all payments under thisAgreement shall cease, other than those payments which had accrued, but were not yet paid, on thedate described in this Section 5(c).                  (i) Disability. For purposes of this Agreement, “Disability” shall mean theExecutive’s absence from the full-time performance of the Executive’s duties (as such dutiesexisted immediately prior to such absence) for 180 consecutive business days, when the Executive isdisabled as a result of incapacity due to physical or mental illness.                  (ii) Retirement. For purposes of this Agreement, “Retirement” shall mean theExecutive’s voluntary termination of employment pursuant to late, normal or early retirement undera pension plan sponsored by an Employer, as defined in such plan, but only if such retirementoccurs 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 paymentsunder this Agreement, except for salary and vacation accrued to the date of termination, expensesreimbursable under Section 4 and other payments that may be payable under then-existing employmentbenefit programs specified in Section 4 of the Agreement. “Cause” termination includes, but is notlimited to:                  (i) habitual neglect, after counseling, of the duties that Executive is required to performunder the terms of this Agreement;                  (ii) repeated violations of written or generally known reasonable andsubstantial 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 theCompany;                  (v) the willful engaging by the Executive in gross misconduct which is materially anddemonstrably injurious to the Company; or                  (vi) Executive’s indictment of, or charge with, a felony by a federal or state court ofcompetent 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 ofTermination to the Executive. For purposes of this Agreement, “Notice of Termination” shall mean awritten notice which shall indicate the specific termination provision in this Agreement reliedupon and shall set forth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive’s employment under the provisions so indicated. For purposesof this Agreement, no purported termination of Executive’s employment with the Company shall beeffective 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 paidwithin 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 fromService in the event that the Company requires the Executive to sign a release at the time ofTermination.     Notwithstanding anything in this Agreement, if the Executive is a Key Employee, all amountspayable under this Agreement in a lump sum on account of the Executive’s termination shall be paidin a lump-sum on the date that is six months following the Executive’s Separation from Service (oron 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 Codesection 409A(a)(2)(B)(i) (i.e., a key employee (as defined in Code section 416(i) without regard toparagraph (5) thereof)) of the Company. Key Employees shall be determined in accordance with Codesection 409A using a December 31 identification date. A listing of Key Employees as of anidentification date shall be effective for the 12-month period beginning on the April 1 followingthe identification date.                  (ii) The term “Separation from Service” means mean a “separation from service” within themeaning of Section 409A of the Code.          (b) Withholding. All payments and benefits provided pursuant to thisAgreement shall be subject to any applicable payroll and other taxes required to be withheld.
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     7. Effect of Other Rights.          (a) Obligations Absolute. The obligations of the Company to make the payments to theExecutive and to make the arrangements provided for herein shall be absolute and unconditional andshall 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 thirdparty at any time.          (b) Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any benefit, bonus, incentive or other plan orprogram provided by the Company or any other Employer and for which the Executive may qualify, norshall anything herein limit or reduce such rights as the Executive may have under any agreementswith the Company or any other Employer; provided, however, the terms and conditions of compensationor benefits specifically addressed in this Agreement (e.g., the right to severance pay for atermination of employment) shall be determined solely in accordance with the terms of thisAgreement. The terms and conditions of compensation or benefits not specifically addressed in thisAgreement shall be determined in accordance with the applicable documents governing suchcompensation and benefits (e.g., the amount and timing of payments with respect to performanceunits upon a Change in Control is governed by the appropriate long term incentive plan, and theamount and timing of benefits under the Tronox Incorporated Defined Contribution or Defined BenefitRestoration Planed Compensation Plans is governed by such plans), and the amount and timing ofbenefits under the Company’s qualified and non-qualified defined benefit retirement programs aregoverned by the applicable retirement plan.          (c) Joint and Several. Each entity included in the definition of “Employer” and anysuccessors 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 bythis Agreement and Executive hereby represents that the Executive has no other oral or writtenrepresentations, understandings or agreements with the Company or any of its officers, directors orrepresentatives covering any such subject matter and agrees that any and all prior writtenagreements relating to such subject matter shall be terminated effective as of the Effective Dateof this Agreement and shall be of no further force or effect. Amounts which are vested benefits orwhich the Executive is otherwise entitled to receive under any Company plan or program of theCompany or any other Employer shall be payable in accordance with such plan or program, except asexplicitly 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, byagreement to expressly, absolutely and unconditionally assume and agree to perform this Agreementin the same manner and to the same extent that the Company would berequired 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 thestock of the Company or to all or substantially all of the Company’s business or assets whichexecutes and delivers an agreement provided for in this Section or which otherwise becomes
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bound byall the terms and provisions of this Agreement by operation of law, including any parent orsubsidiary of such a successor.          (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If the Executive should die while any amount would be payable to theExecutive hereunder if the Executive had continued to live, all such amounts, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Agreement to the Executive’sestate or designated beneficiary. Neither this Agreement nor any right arising hereunder may beassigned or pledged by the Executive.     9. Notice. For purpose of this Agreement, notices and all other communicationsprovided for in this Agreement or contemplated hereby shall be in writing and shall be deemed tohave been duly given when personally delivered, delivered by a nationally recognized overnightdelivery service or when mailed United States certified or registered mail, return receiptrequested, postage prepaid, and addressed, in the case of the Company, to the Company at:Tronox Incorporated