**Exhibit 10.1**FORM OF CONTINUITY AGREEMENT FOR OFFICERS     This Agreement (the “Agreement”) is dated as of July 16, 2007 by and between TronoxIncorporated, a Delaware corporation (the “Company”), and David J. Klvac (the “Executive”).     WHEREAS, the Company’s Board of Directors considers the continued services of key executivesof 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 isappropriate and in the best interests of the Company and its stockholders to reinforce andencourage the continued attention and dedication of key executives of the Company to their dutiesof employment without personal distraction or conflict of interest in circumstances which couldarise 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 continuityagreements with those key executives of the Company and any of its respective subsidiaries (all ofsuch entities, together with the Company, are hereinafter referred to as an “Employer”), suchagreements to set forth the severance compensation which the Company agrees under certaincircumstances to pay such executives; and     WHEREAS, the Executive is a key executive of an Employer and has been designated as anexecutive to be offered such a continuity compensation agreement with the Company.     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreementscontained herein and other good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the Company and the Executive agree as follows:     1. Term. This Agreement shall become effective on the date the Company first offersshares of its Class A common stock in an initial public offering (the “Effective Date”) and remainin effect until the third anniversary thereof; provided, however, that thisAgreement shall automatically renew for an additional year on each successive anniversary of theEffective Date, unless an Employer informs the Executive, in writing, at least 180 days prior tothe 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 hereofshall be payable under this Agreement unless and until either (i) a Change in Control of theCompany (as hereinafter defined) shall have occurred while the Executive is employed by an Employerand the Executive’s employment by an Employer thereafter shall have terminated in accordance withSection 3 hereof or (ii) the Executive’s employment by an Employer shall have terminated inaccordance with Section 3(a)(ii) hereof prior to the occurrence of the Change in Control. Exceptas provided in Section 2(e) hereof, 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:          (a) any person (“Person”) as defined in Section 3(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 Rule 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 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 theforegoing transactions (the “Transactions”) other than a Transaction immediately following whichthe shareholders of the Company and any trustee or 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
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corporation and the purchaser in the event of any combination of Transactions; or (D) the parentcompany owning 100% of such surviving corporation, purchaser or both the surviving corporation andthe purchaser, as the case may be; or          (c) within any twenty-four month period, the persons who were directors immediately before thebeginning 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 theCompany. 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          (d) a majority of the members of the Board of Directors in office immediately prior to aproposed 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 andshall 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 initialpublic offering of such stock;               (ii) the distribution to Kerr-McGee shareholders of the shares of the Company’s Class B commonstock that Kerr-McGee owns subsequent to the Effective Date;               (iii) Kerr-McGee Corporation exchanging shares of the Company’s Class B common stock that itowns subsequent to the completion of the initial public offering of such stock with itsshareholders in return for shares of Kerr-McGee Corporation;               (iv) any event that qualifies as a “change in control” under the terms of any agreementproviding for continuity compensation under similar terms and conditions as this Agreement if suchagreement was entered into by the Executive and Kerr-McGee Corporation before the Effective Date ofthis 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, anyevent 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 thisSection 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, ifwithin two years after a Change in Control, the Executive’s employment by an Employer shall beterminated (A) by an Employer for any reason other than (I) the Executive’s Disability orRetirement, (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 priorwritten consent expressly waiving the rights provided hereunder.               (ii) In addition, the Executive shall be entitled to the compensation provided for in Section4 hereof if, (A) in the event that an agreement is signed which, if consummated, would result in aChange of Control and, within 12 months thereafter, the Executive is terminated without Cause bythe Company (other than on account of Executive’s Death or Disability) or terminates employmentwith Good Reason prior to the Change in Control, (B) such termination is at the request orinstigation of the acquiror or merger partner or otherwise in connection with the anticipatedChange in Control, and (C) within said 12 month period, such Change in Control actually occurs.
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          (b) 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.          (c) 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) Cause. For purposes of this Agreement, “Cause” shall mean:               (i) the willful and continued failure of the Executive to perform substantially all of his orher duties with an Employer (other than any such failure resulting from incapacity due to physicalor mental illness), after a written demand for substantial performance is delivered to suchExecutive by the Board of Directors (the “Board”) of the Company which specifically identifies themanner in which the Board believes that the Executive has not substantially performed his or herduties;               (ii) the willful engaging by the Executive in gross misconduct which is materially anddemonstrably injurious to the Company or any Employer; or               (iii) the conviction of, or plea of guilty or nolocontendere to, afelony.          Termination of the Executive for Cause shall be made by delivery to the Executive of a copy ofa resolution duly adopted by the affirmative vote of not less than a three-fourths majority of thenon-employee Directors of the Company or of the ultimate parent of the entity which caused theChange in Control (if the Company has become a subsidiary) at a meeting of such Directors calledand held for such purpose, after 30 days prior written notice to the Executive specifying the basisfor such termination and the particulars thereof and a reasonable opportunity for the Executive tocure or otherwise resolve the behavior in question prior to such meeting, finding that in thereasonable 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 theoccurrence, within the Term of this Agreement, of any of the following without the Executive’swritten consent expressly waiving the rights provided hereunder:               (i) any material and adverse diminution in the Executive’s duties or responsibilities with theCompany (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 bonusopportunity or participation in cash bonus programs in effect immediately prior to the Change inControl;               (iii) any requirement that Executive be based at a location more than 35 miles from thelocation at which the Executive was based immediately prior to the Change in Control (or asubstantial increase in the amount of travel Executive is required to do because of a relocation ofthe executive offices);               (iv) any failure by the Company to obtain from any successor to the Company an agreementreasonably satisfactory to the Executive to assume and perform this Agreement, as contemplated bySection 10(a) hereof; or               (v) any amendment, reduction or termination of any benefit plan, program or arrangement, whichhas the effect of causing the Executive to have benefits which are not substantially similar, inthe aggregate, to those benefits provided to the Executive immediately prior to the Change inControl.          Notwithstanding the foregoing, in the event Executive provides the Company with a Notice ofTermination (as defined below) referencing this Section 3(e), the Company shall have 30 daysthereafter in which to cure or resolve the behavior otherwise constituting Good Reason. Any goodfaith determination by Executive that Good Reason exists shall be presumed correct and shall bebinding upon the Company.
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          (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 theoccurrence 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 anEmployer, or to an Employer, if such termination is by the Executive. For purposes of thisAgreement, “Notice of Termination” shall mean a written notice which shall indicate the specifictermination provision in this Agreement relied upon and shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of the Executive’s employmentunder the provisions so indicated. For purposes of this Agreement, no purported termination ofExecutive’s employment with an Employer shall be effective without such a Notice of Terminationhaving 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’semployment 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 cashseverance amount equal to (i) three (3) times the sum of (A) the Executive’s annual base salary onthe date of the Change in Control (or, if higher, the annual base salary in effect immediatelyprior to the giving of the Notice of Termination) and (B) the higher of: (x) the average of theactual bonuses earned by the Executive in respect of the three years prior to the year in which theChange in Control occurs under the Company’s incentive award program, or (y) the Executive’s targetbonus for the year of Termination, plus (ii) in lieu of continuation of any of the Executive’sperquisites as provided to the Executive prior to the Change in Control (or, if greater, at thetime of Termination), a cash payment equal to 7 percent of the Executive’s annual base salary as ineffect on the date of the Change in Control for each of the three (3) years following the date ofTermination. 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 annualbase salary through the date of Termination, (B) the unpaid portion, if any, of bonuses previouslyearned by the Executive pursuant to the Company’s Executive incentive award program, plus the prorata 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 compensationpreviously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in eachcase, in full satisfaction of Executive’s rights thereto, and (D) an amount, if any, equal to thevalue of the number of performance units that the Executive would have earned if the performanceperiod 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 pensioncontributions 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 definedcontribution pension plans as then in effect) for the three (3) year period following the date ofTermination (the “Separation Period”) (based on assumed rates of Executive’s contributions at thelevel 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 annuitybenefit the Executive is entitled to receive under the Company’s qualified and nonqualified definedbenefit retirement programs in which the Executive is a participant calculated through the date ofTermination and the discounted present value (i.e., lump sum value) of the annuity benefit theExecutive would be entitled to receive under such retirement programs calculated after adding anadditional five years of credit to age and service up to a maximum of age 65 as if the executivehad been paid at the rate used to calculate the payments under Section 4(a), provided that theadditional credits added with respect to each retirement program shall not exceed five years whenadded to any additional credits already provided by the terms of the such programs in respect ofthe 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, tothe extent such coverage is not commercially available, such other arrangements reasonablyacceptable to the Executive, on the same basis as in effect prior to the Change in Control or theExecutive’s Termination, whichever is deemed to provide for more substantial benefits, for a periodending on the earlier of (A) the end of the Separation Period or (B) the commencement of comparablecoverage by the Executive with a subsequent employer;
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               (iv) unless it would adversely affect the Company’s ability to use pooling of interestaccounting 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 restrictedstock granted or issued by any Employer to the extent not previously vested on or following theChange 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 afterExecutive’s date of Termination, provided, however, that such payment shall be made30 days after Termination in the event that the Company requires the Executive to sign a release atthe time of Termination. Discounted present value (i.e., lump sum value) for purposes ofsubsection (ii) above shall be calculated using a discount factor equal to one percentage pointbelow the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as itsprime rate in effect at its principal office in New York City, and using the actuarial factors setforth in the defined benefit retirement program.          (c) Outplacement. If so requested by the Executive, outplacement services shall beprovided by a professional outplacement provider selected by Executive; provided,however, that such outplacement services shall be provided the Executive at an aggregatetotal cost to the Company of not more than ten (10) percent of such Executive’s annual basesalary.          (d) Withholding. Payments and benefits provided pursuant to this Section 4 shall besubject 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 priorto 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 orDisability (calculated through the date of Termination), and (iii) an amount equal to anycompensation previously deferred and any accrued vacation pay; and          (b) other accrued or vested benefits in accordance with the terms of the applicable plan (withan 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 theCompany or any Employer to or for the benefit of the Executive, whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or byreason of any other agreement, policy, plan, program or arrangement, including without limitationany stock option, stock appreciation right or similar right, or the lapse or termination of anyrestriction 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 provisionthereto) by reason of being “contingent on a change in ownership or control” of the Company, withinthe meaning of Section 280G of the Code (or any successor provision thereto) or to any similar taximposed by state or local law, or any interest or penalties with respect to such excise tax (suchtax or taxes, together with any such interest and penalties, are hereafter collectively referred toas the “Excise Tax”), then the Executive shall be entitled to receive an additional payment orpayments (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 tothe Excise Tax imposed upon the Severance Payments.               (ii) Subject to the provisions of Section 6(a)(i) hereof, all determinations required to bemade under this Section 6, including whether an Excise Tax is payable by the Executive and theamount of such Excise Tax and whether a Gross-Up Payment is required and the amount of suchGross-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 AccountingFirm declines to serve, the Accounting Firm shall be a
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nationally recognized firm of certified public accountants selected by the Executive). TheAccounting Firm shall be directed by the Company or the Executive to submit its preliminarydetermination and detailed supporting calculations to both the Company and the Executive within 15calendar days after the Termination Date, if applicable, and any other such time or times as may berequested by the Company or the Executive. If the Accounting Firm determines that any Excise Taxis payable by the Executive, the Company shall pay the required Gross-Up Payment to, or for thebenefit of, the Executive within five business days after receipt of such determination andcalculations. If the Accounting Firm determines that no Excise Tax is payable by the Executive, itshall, at the same time as it makes such determination, furnish the Executive with an opinion thathe has substantial authority not to report any Excise Tax on his/her federal, state, local incomeor other tax return. Any determination by the Accounting Firm as to the amount of the Gross-UpPayment shall be binding upon the Company and the Executive absent a contrary determination by theInternal Revenue Services or a court of competent jurisdiction; provided, however,that no such determination shall eliminate or reduce the Company’s obligation to provide anyGross-Up Payment that shall be due as a result of such contrary determination. As a result of theuncertainty in the application of Section 4999 of the Code (or any successor provision thereto) andthe possibility of similar uncertainty regarding state or local tax law at the time of anydetermination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will nothave been made by the Company should have been made (an “Underpayment”), consistent with thecalculations required to be made hereunder. In the event that the Company exhausts or fails topursue its remedies pursuant to Section 6(a) hereof and the Executive thereafter is required tomake a payment of any Excise Tax, the Executive shall direct the Accounting Firm to determine theamount of the Underpayment that has occurred and to submit its determination and detailedsupporting calculations to both the Company and the Executive as promptly as possible. Any suchUnderpayment shall be promptly paid by the Company to, or for the benefit of, the Executive withinfive 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 anyfiling made by a consolidated tax group which includes the Company) shall be prepared and filed ona consistent basis with the determination of the Accounting Firm with respect to the Excise Taxpayable 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 anyamendments) of his/her federal income tax return as filed with the Internal Revenue Service andcorresponding state and local tax returns, if relevant, as filed with the applicable taxingauthority, 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 orlocal tax return, if relevant, the Accounting Firm determines that the amount of the Gross-UpPayment should be reduced, the Executive shall within five business days pay to the Company theamount of such reduction.               (iv) The Company and the Executive shall each provide the Accounting Firm access to and copiesof any books, records and documents in the possession of the Company or the Executive, as the casemay be, reasonably requested by the Accounting Firm, and otherwise cooperate with the AccountingFirm in connection with the preparation and issuance of the determination contemplated by Section6(a) hereof.               (v) The fees and expenses of the Accounting Firm for its services in connection with thedeterminations and calculations contemplated by Sections 6(a)(ii) and (iv) hereof shall be borne bythe Company. If such fees and expenses are initially advanced by the Executive, the Company shallreimburse the Executive the full amount of such fees and expenses within five business days afterreceipt from the Executive of a statement therefor and reasonable evidence of his/her paymentthereof.          (b) In the event that the Internal Revenue Service claims that any payment or benefit receivedunder this Agreement constitutes an “excess parachute payment,” within the meaning of Section280G(b)(1) of the Code, the Executive shall notify the Company in writing of such claim. Suchnotification shall be given as soon as practicable but no later than 10 business days after theExecutive is informed in writing of such claim and shall apprise the Company of the nature of suchclaim and the date on which such claim is requested to be paid. The Executive shall not pay suchclaim prior to the expiration of the 30 day period following the date on which the Executive givessuch notice to the Company (or such shorter period ending on the date that any payment of taxeswith respect to such claim is due). If the Company notifies the Executive in writing prior to theexpiration of such period that it desires to contest such claim, the Executive shall (i) give theCompany any information reasonably requested by the Company relating to such claim; (ii) take suchaction in connection with contesting such claim as the Company shall reasonably request in writingfrom time to time, including without limitation, accepting legal representation with respect tosuch claim by an attorney reasonably selected by the Company and reasonably satisfactory to theExecutive; (iii) cooperate with the Company in good faith in order to effectively contest suchclaim; and (iv) permit the Company to participate in any proceedings relating to such claim;provided, however, that
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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 inconnection with such contest and shall indemnify and hold the Executive harmless, on an after-taxbasis, for and against any Excise Tax or other tax (including interest and penalties with respectthereto) 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, atits sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings andconferences with the taxing authority in respect of such claim and may, at its sole option, eitherdirect the Executive to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and the Executive agrees to prosecute such contest to a determination beforeany administrative tribunal, in a court of initial jurisdiction and in one or more appellatecourts, as the Company shall determine; provided, however, that if the Companydirects the Executive to pay such claim and sue for a refund, the Company shall advance the amountof such payment to the Executive on an interest-free basis, and shall indemnify and hold theExecutive harmless, on an after-tax basis, from any Excise Tax or other tax (including interest andpenalties with respect thereto) imposed with respect to such advance or with respect to any imputedincome with respect to such advance; and provided, further, that if the Executiveis required to extend the statute of limitations to enable the Company to contest such claim, theExecutive may limit this extension solely to such contested amount. The Company’s control of thecontest shall be limited to issues with respect to which a corporate deduction would be disallowedpursuant to Section 280G of the Code and the Executive shall be entitled to settle or contest, asthe case may be, any other issue raised by the Internal Revenue Service or any other taxingauthority. In addition, no position may be taken nor any final resolution be agreed to by theCompany without the Executive’s consent if such position or resolution could reasonably be expectedto adversely affect the Executive (including any other tax position of the Executive unrelated tomatters covered hereby).          (d) If, after the receipt by the Executive of an amount advanced by the Company in connectionwith the contest of the Excise Tax claim, the Executive becomes entitled to receive any refund withrespect 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 theCompany or it is otherwise determined for any reason that additional amounts could be paid to theNamed Executive without incurring any Excise Tax, any such amount will be promptly paid by theCompany to the named Executive (or shall be applied to reduce any amount that Executive wouldotherwise be required to pay the Company). If, after the receipt by the Executive of an amountadvanced by the Company in connection with an Excise Tax claim, a determination is made that theExecutive shall not be entitled to any refund with respect to such claim and the Company does notnotify the Executive in writing of its intent to contest the denial of such refund prior to theexpiration of 30 days after such determination, such advance shall be forgiven and shall not berequired to be repaid and shall be deemed to be in consideration for services rendered after thedate of the Termination.     7. Expenses. In addition to all other amounts payable to the Executive under thisAgreement, the Company shall pay or reimburse the Executive for reasonable legal fees (includingwithout limitation, any and all court costs and reasonable attorneys’ fees and expenses) incurredby the Executive in connection with or as a result of any claim, action or proceeding brought bythe Company or the Executive with respect to or arising out of this Agreement or any provisionhereof; provided, however, that the Company shall have no obligation to pay anysuch legal fees, if (i) in the case of an action brought by the Executive, the Company issuccessful in establishing with the court that the Executive’s action was frivolous or otherwisewithout any reasonable legal or factual basis; or (ii) in connection with any such claim, action orproceeding 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 thearrangements, provided for herein shall be absolute and unconditional and shall not be reduced byany circumstances, including without limitation any set-off, counterclaim, recoupment, defense orother 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 futureparticipation in any benefit, bonus, incentive or other plan or program provided by the Company orany other Employer and for which the Executive may qualify, nor shall anything herein limit orreduce such rights as the Executive may have under any agreements with the Company or any otherEmployer.
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          (c) Each entity included in the definition of “Employer” and any successors or assigns shallbe 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 ofemployment between the Executive and the Company. The Company may terminate the employment of theExecutive by the Company at any time, subject to the terms of this Agreement and/or any employmentagreement 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 othersubject matter covered by this Agreement and Executive hereby represents that the Executive has noother oral or written representations, understandings or agreements with the Company or any of itsofficers, directors or representatives covering any such subject matter and agrees that any and allprior written agreements relating to such subject matter shall be terminated effective as of thedate 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, 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 be required to perform it if nosuch succession had taken place. Failure of the Company to obtain such agreement prior to theeffectiveness of any such succession shall be a material breach of this Agreement and shall entitlethe Executive to terminate the Executive’s employment with the Company or such successor for GoodReason 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 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 10(a) or which otherwise becomesbound by all the terms and provisions of this Agreement by operation of law, including any parentor subsidiary 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.     11. 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