exv10w2









Exhibit 10.2




[RENEGY LETTERHEAD]




October 1, 2008




Robert M. Worsley

60 E. Rio Salado Parkway

Suite 1012

Tempe, Arizona 85281





	 	 	Re:   Resignation as President; Amendment of your Employment Agreement dated May 8, 2007





Dear Bob:




     This letter agreement is intended to formalize your resignation as President of Renegy
Holdings, Inc. (the “Company”) and amend certain provisions and to clarify and confirm our mutual
understanding concerning certain aspects of your Employment Agreement, dated May 8, 2007, between
you and the Company (your “Employment Agreement”).



     Your resignation as President of the Company shall be effective October 1, 2008. You shall
continue to serve as Chief Executive Officer of the Company in accordance with the terms of your
Employment Agreement.



     Notwithstanding any provision in your Employment Agreement to the contrary, you agree and
acknowledge that your employment with the Company shall be as Chief Executive Officer and not as
President and your Employment Agreement shall be deemed amended to remove any reference to the
position of President therein. Further, you agree and acknowledge that your resignation as
President and the amendment to the payment terms of your Base Salary (as set forth below) shall not
constitute “Good Reason” as that term is defined in your Employment Agreement.



     In addition, you agree that 50% of your Base Salary to be earned for the period between
October 1, 2008 and December 31, 2008 will be payable in restricted stock instead of cash.
Accordingly, your Base Salary, which is currently $400,000 on an annual basis, for the period
between October 1, 2008 and December 31, 2008 will be payable as follows, subject to your continued
employment with the Company and the terms of your Employment Agreement:



     (i)     $50,000 will be payable in cash in accordance with normal payroll practices; and



     (ii)    $50,000 will be payable in the form of 25,000 shares of the Company’s restricted
stock (based on the $2.00 closing price of the Company’s common shares on
 October 1, 2008) issued as of October 1, 2008 and vesting in full on December 31, 2008.



 









 





     The intent of this letter agreement is for all payments made hereunder to comply with the
requirements of Section 409A; to the extent any terms of this letter agreement are ambiguous, such
terms shall be interpreted in accordance with such intent.



     Except as described in the above amendments, this letter agreement does not change your
Employment Agreement in any way. All capitalized terms not defined herein shall have the meaning
ascribed thereto in the Employment Agreement.



     This instrument may be executed in several counterparts, each of which shall be deemed to be
an original, but all of which together will constitute one and the same instrument.



[Signature Page Follows]




 









 








     Please confirm you understanding and agreement to the above by signing in the place indicated
below.



	 	 	 	 	 
	 	Very truly yours,




RENEGY HOLDINGS, INC.

 	 
	 	/s/ Robert W. Zack
 	 
	 	Name:  	Robert W. Zack 	 
	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 
	Agreed and Accepted:

	 	 
	 
	 	 
	/s/ Robert M. Worsley
 


	 	 
	Robert M. Worsley