Filed by Bowne Pure Compliance





Exhibit 10.43




AMENDED AND RESTATED




EMPLOYMENT AGREEMENT 




Between

Rentech, Inc.

and

D. Hunt Ramsbottom, Jr.




THIS AGREEMENT was originally entered into effective as of January 20, 2006 (the
“Prior Agreement”) between Rentech, Inc. (the “Company”) and D. Hunt Ramsbottom,
Jr. (“Executive”) and is hereby amended and restated in its entirety as of December 31,
2008 (the “Amendment Date”).



In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:



1. Employment. The Company has employed Executive and shall continue to employ
Executive, and Executive hereby agrees to continue employment with the Company, upon the terms and
conditions set forth in this Agreement, for the period beginning on December 15, 2005 (the
“Commencement Date”) and ending as provided in Section 4 hereof (the “Employment
Period”).



2. Position and Duties.



(a) During the Employment Period, Executive shall serve as President and
Chief Executive Officer of the Company. During the Employment Period, Executive shall render such
administrative, financial and other executive and managerial services to the Company and its
affiliates (the “Company Group”) as are consistent with Executive’s position and the
by-laws of the Company and as the Board of Directors of the Company (together with its committees,
the “Board”) may from time to time reasonably direct. Executive shall also serve for no
additional compensation or remuneration as an officer or director of the Company or such
subsidiaries of the Company as may from time to time be designated by the Board.



(b) During the Employment Period, Executive shall report to the Board
and shall devote his best efforts and his full business time and attention (except for permitted
vacation periods and reasonable periods of illness or other incapacity) to the business and affairs
of the Company. Executive shall perform his duties, responsibilities and functions to the Company
hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient
manner and shall comply with the Company’s policies and procedures in all material respects. In
performing his duties and exercising his authority under this Agreement, Executive shall support
and implement the business and strategic plans approved from time to time by the Board and shall
support and cooperate with the Company’s efforts to operate in conformity with the business and
strategic plans approved by the Board. During the Employment Period, Executive shall not serve as
an officer or director of, or otherwise perform services for compensation for, any other entity
without the prior written consent of the Board which shall not be unreasonably withheld. Executive
may serve as an officer or director of or otherwise participate in purely educational, welfare,
social, religious and civic organizations so long as such activities do not interfere with
Executive’s regular performance of duties and responsibilities hereunder in any material respect.
Nothing contained herein shall preclude Executive from (i) engaging in charitable and community
activities, (ii) participating in industry and trade organization activities, and (iii) managing
his and his family’s personal investments and affairs; provided, that Executive shall not
have any ownership interest (of record or beneficial) in any firm, corporation, partnership,
proprietorship or other business that competes directly with the Company’s Fischer-Tropsch business
except for (x) an investment of not more than 1.0% of the outstanding securities
of a company traded on a public securities exchange or (y) investments made through public mutual
funds.


 


 









 





3. Compensation and Benefits.



(a) Base Salary. The Company shall pay Executive an annual salary (the
“Base Salary”) at the rate of $419,000 in regular installments in accordance with the
Company’s ordinary payroll practices (in effect from time to time), but in any event no less
frequently than monthly. Executive shall be eligible for an annual review of his Base Salary based
on performance as determined by the Board in its sole discretion, with the first review following
the Amendment Date to occur during December 2009.




(b) Bonuses and Incentive Compensation.



(i) Annual Bonus. For each fiscal year ending
during the Employment Period, Executive will be eligible to earn an annual bonus based on
achievement of performance criteria established by the Board, in consultation with Executive,
within ninety (90) days following the beginning of each such fiscal year (the “Annual
Bonus”). The target amount (the “Target Bonus”) of Executive’s Annual Bonus shall
equal 100% of Executive’s Base Salary (at the annual rate in effect at the start of the fiscal
year), with a maximum Annual Bonus in an amount equal to 200% of Executive’s Base Salary (at the
annual rate in effect at the start of the fiscal year). If the Board determines, in its sole
discretion, that an Annual Bonus has become payable with respect to a fiscal year based on the
attainment of applicable performance criteria, then the Company shall pay the Annual Bonus for each
fiscal year at the level determined by the Board after the end of the Company’s fiscal year in
accordance with procedures established by the Board, but in no event later than the fifteenth day
of the third month following the end of such fiscal year. To be eligible for an Annual Bonus
pursuant to this Section 3(b), Executive must be an employee of the Company on the last day of the
relevant fiscal year.



(ii) Ongoing Equity Awards. Executive shall be eligible
to participate in any equity incentive award programs of the Company, which includes but is not
limited to stock options, restricted stock, restricted stock units, stock appreciation rights,
performance shares and any other long-term incentive programs, provided, however,
that grants of any such awards shall be made in the sole discretion of the Board.



(c) Expenses. During the Employment Period, the Company shall
reimburse Executive for all reasonable business expenses incurred by him in the course of
performing his duties and responsibilities under this Agreement in accordance with the Company’s
policies in effect from time to time with respect to travel, entertainment and other business
expenses for senior executives. Executive shall also receive an automobile allowance of $1,200 per
month, paid monthly, and be reimbursed up to $10,000 per fiscal year in the aggregate for personal
tax, financial planning and professional organization costs, including (and not in addition to) the
Young President’s Organization, to be allocated in Executive’s discretion. All payments required by
this Section 3(c) shall, to the extent that such payments constitute taxable compensation to
Executive, be made in accordance with Section 19(c) below.



(d) Other Benefits. Executive shall also be entitled to the
following benefits during the Employment Period, unless otherwise modified by the Board:



(i) participation in the Company’s retirement plans,
health and welfare plans, disability insurance plans and other benefit plans of the Company as in
effect from time to time, under the terms of such plans and to the same extent and under the same
conditions such participation and coverages are provided generally to other senior executives of
the Company;



(ii) [INTENTIONALLY OMITTED]



 


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(iii) coverage for services rendered to the Company, its
subsidiaries and affiliates while Executive is a director or officer of the Company, or of any of
its subsidiaries or affiliates, under director and officer liability insurance policy(ies)
maintained by the Company from time to time; and



(iv) five weeks of vacation per year.



Nothing contained in this Section 3(d) shall, or shall be construed so as to, obligate the Company
to adopt or maintain any plan, program or policy at any time.



4. Termination. The Employment Period shall end on the third anniversary of the
Amendment Date; provided, however, that the Employment Period shall be
automatically renewed for successive one-year terms thereafter on the same terms and conditions set
forth herein unless either party provides the other party with notice that it has elected not to
renew the Employment Period at least 90 days prior to the end of the initial Employment Period or
any subsequent extension thereof. Notwithstanding the foregoing, (i) the Employment Period shall
terminate immediately upon Executive’s resignation (with or without Good Reason, as defined
herein), death or Disability (as defined herein) and (ii) the Employment Period may be terminated
by the Company at any time prior to such date for Cause (as defined herein) or without Cause.
Except as otherwise provided herein, any termination of the Employment Period by the Company shall
be effective as specified in a written notice from the Company to Executive, but in no event more
than 90 days from the date of such notice. The termination of the Employment Period shall not
affect the respective rights and obligations of the parties which, pursuant to the terms of this
Agreement, apply following the date of Executive’s termination of employment with the Company.



5. Severance.



(a) Termination Without Cause, Non-Renewal or for Good Reason.
In the event that Executive incurs a “separation from service” from the Company (within the meaning
of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”),
and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) (1) by the Company
without Cause (as defined herein), (2) by reason of the Company electing not to renew the Agreement
pursuant to Section 4 above on terms and conditions substantially similar to those contained
herein, if, at the time of such non-renewal, Executive is willing and able to continue providing
services on terms and conditions substantially similar to those contained herein, or (3) by
Executive for Good Reason (as defined herein), then, subject to Executive’s execution and
non-revocation of a Release substantially in the form attached as Exhibit A within 30 days
after such Separation from Service, Executive shall be entitled to the benefits set forth below in
this Section 5(a). Each payment under this Section 5(a) shall be treated as a separate payment for
purposes of Section 409A (as defined below).



(i) The Company shall pay Executive an amount equal to
three times Executive’s Base Salary (as in effect on the date of Executive’s termination). The
severance amount described in the previous sentence shall be paid, subject to Section 19 below, in
substantially equal installments over a period of two years from Executive’s Separation from
Service in accordance with the payroll practices of the Company in effect from time to time,
beginning on the first payroll date occurring on or after the thirtieth day following Executive’s
Separation from Service (such payroll date, the “First Payroll Date”) (with amounts
otherwise payable prior to the First Payroll Date paid on the First Payroll Date).



(ii) All stock options, restricted stock, restricted
stock units and other similar equity awards shall be governed by the terms of any applicable
equity plans and award agreement(s).


 


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(iii) Executive shall be entitled to benefits mandated
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
under Section 4980B of the Code, or any replacement or successor provision of United States tax
law, subject to Executive’s valid election to receive COBRA benefits, with the premium paid at the Company’s expense until the first to occur
of (A) eighteen months from the date of termination, (B) the expiration of the period of time
during which Executive is entitled to continuation coverage under the Company’s group health plan
under COBRA, or (C) such date that Executive becomes eligible for coverage under the group health
plan of another employer, provided, that if any plan pursuant to which such benefits are provided
is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from
the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount
equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable
compensation in substantially equal monthly installments over the continuation coverage period (or
the remaining portion thereof).



In addition, if Executive’s employment terminates pursuant to this Section 5(a), the Company
shall pay Executive the amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the
date of termination (or such earlier date as may be mandated by applicable law) and shall pay or
provide the other benefits described in Section 5(d) in accordance therewith.



(b) Termination for Cause or Voluntary Resignation. In the
event that Executive’s employment with the Company is terminated (i) by the Board for Cause or (ii)
by Executive’s resignation from the Company for any reason other than Good Reason or Disability (as
defined herein), subject to applicable law, the Company agrees to the following:



(i) All stock options, restricted stock, restricted stock
units and other similar equity awards shall be governed by the terms of any applicable equity
plans and award agreement(s).



(ii) The Company shall pay Executive the amounts
described in Section 5(d)(i), (ii) and (iii) within 30 days of the date of termination (or such
earlier date as may be mandated by applicable law) and shall pay or provide the other benefits
described in Section 5(d) in accordance therewith.



For purposes of this Agreement, Executive’s voluntary resignation
or retirement shall be considered Executive’s resignation from the Company without Good Reason.



(c) Death or Disability. In the event that Executive’s
employment with the Company is terminated as a result of Executive’s death or Disability, the
Company agrees to the following:



(i) All stock options, restricted stock, restricted stock
units and other similar equity awards shall be governed by the terms of any applicable equity
plans and award agreement(s).



(ii) The Company shall pay Executive the amounts
described in Section 5(d)(i), (ii) and (iii) within 30 days of the date of termination (or such
earlier date as may be mandated by applicable law) and shall pay or provide the other benefits
described in Section 5(d) in accordance therewith.



(d) Payments Upon Termination of Employment. In the case of
any termination of Executive’s employment with the Company, Executive or his estate or legal
representative shall be entitled to receive, to the extent permitted by applicable law, from the
Company (i) Executive’s Base Salary through the date of termination to the extent not previously
paid, (ii) to the extent not previously paid, the amount of any Annual Bonus earned or accrued by
Executive as of the date of termination for any fiscal year of the Company ended prior to the date
of termination that is then unpaid, (iii) any vacation pay, expense reimbursements and other cash
entitlements accrued by Executive, in accordance with Company policy for senior executives, as of
the date of termination to the extent not previously paid, and (iv) all vested benefits accrued by
Executive under all benefit plans and qualified and nonqualified retirement, pension, 401(k) and
similar plans and arrangements of the Company, in such manner and at such times as are provided
under the terms of such plans and arrangements. Except as expressly provided
in Section 5(e) below, if applicable, all stock options, restricted stock, restricted stock units
and other similar equity awards shall be governed by the terms of any applicable equity plans and
award agreement(s).


 


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(e) Termination Without Cause, Non-Renewal or for Good Reason In
Connection With a Change in Control. In the event that Executive incurs a Separation from
Service during the period beginning three months before and ending two-years immediately following
a Change in Control (as defined herein) of the Company (1) by the Company without Cause, (2) as a
result of the Company electing not to renew the Agreement in accordance with Section 4 above on
terms and conditions substantially similar to those contained herein, if, at the time of such
non-renewal, Executive is willing and able to continue providing services on terms and conditions
substantially similar to those contained in this Agreement, or (3) by Executive for Good Reason,
then, subject to Executive’s execution and non-revocation of a Release substantially in the form
attached as Exhibit A within 30 days after such Separation from Service, Executive shall be
entitled to the benefits set forth below in this Section 5(e) (in addition to the benefits set
forth in Section 5(a)(iii) above).



(i) The Company shall pay Executive the payments set
forth in Section 5(a)(i); provided, however, that in determining the amount of
payment due under Section 5(a)(i), if Executive’s actual Annual Bonus for the year preceding the
Change in Control exceeds Executive’s Target Bonus for the year in which such Separation from
Service occurs, then an amount equal to two times Executive’s Base Salary (as in effect on the date
of Executive’s Separation from Service) plus Executive’s actual Annual Bonus for the year preceding
the Change in Control shall be paid to Executive in lieu of the amounts described in Section
5(a)(i) above; and provided, further, that, subject to Section 19 below, payments
pursuant to this Section 5(e)(i) shall be made in a lump sum (A) if the Separation from Service
occurs during the three-month period preceding the Change in Control, on the 95th day following
such Separation from Service (to the extent not previously paid in accordance with Section 5(a)(i)
above), and (B) if the Separation from Service occurs during the two-year period following the
Change in Control, no later than 10 business days after Executive’s Separation from Service.




(ii) [Intentionally Omitted]



In addition, if Executive’s employment terminates pursuant to this Section 5(e), the Company
shall pay Executive the amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the
date of termination (or such earlier date as may be mandated by applicable law) and shall pay or
provide the other benefits described in Section 5(d) in accordance therewith.




(f) Excess Parachute Payments.



(i) In the event any payment granted to Executive
pursuant to the terms of this Agreement or otherwise (a “Payment”) is determined to be
subject to any excise tax (“Excise Tax”) imposed by Section 4999 of the Code (or any
successor to such Section), the Company shall pay to Executive, no later than the time any Excise
Tax is payable with respect to such Payment (through withholding or otherwise), an additional
amount (a “Gross-Up Payment”) which, after the imposition of all income, employment, excise
and other taxes, penalties and interest thereon, is equal to the sum of (A) the Excise Tax on such
Payment plus (B) any penalty and interest assessments associated with such Excise Tax.



(ii) The determinations to be made with respect to this
Section 5(f) shall be made by a certified public accounting firm designated by the Company and
reasonably acceptable to Executive and Executive may rely on such determination in making payments
to the Internal Revenue Service.


 


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(iii) Notwithstanding anything herein to the contrary, any Gross-Up Payment or any
payment of any income or other taxes to be paid by the Company under this Section 5(f) shall be
made by the Company no later than the end of Executive’s taxable year next following Executive’s
taxable year in which Executive remits the related taxes. Any costs and expenses incurred by the
Company on behalf of Executive under this Section 5(f) due to any tax contest, audit or litigation
shall be paid by the Company as incurred and, in any event, no later than the end of Executive’s
taxable year following Executive’s taxable year in which the taxes that are the subject of the tax
contest, audit or litigation are remitted to the taxing authority, or where as a result of such tax
contest, audit or litigation no taxes are remitted, the end of Executive’s taxable year following
Executive’s taxable year in which the audit is completed or there is a final and non-appealable
settlement or other resolution of the contest or litigation.



(g) No Other Payments. Except as provided in Sections 5(a),
(b), (c), (d), (e) and (f) above, all of Executive’s rights to salary, bonuses, employee benefits
and other compensation hereunder which would have accrued or become payable after the termination
or expiration of the Employment Period shall cease upon such termination or expiration, other than
those expressly required under applicable law (such as COBRA).



(h) No Mitigation, No Offset. In the event of Executive’s
termination of employment for whatever reason, Executive shall be under no obligation to seek other
employment, and there shall be no offset against amounts due him under this Agreement or otherwise
on account of any remuneration attributable to any subsequent employment or claims asserted by the
Company or any affiliate; provided, that this provision shall not apply with respect to any
amounts that Executive owes to the Company or any member of the Company Group on account of any
amount in respect of which Executive is obligated to make repayment to the Company or any member of
the Company Group.



(i) Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:



(i) “Cause” shall mean one or more of the
following:



(A) the conviction of, or an agreement to a
plea of nolo contendere to, a crime involving moral turpitude or any felony;



(B) Executive’s willful refusal
substantially to perform duties as reasonably directed by the Board under this or any other
agreement;



(C) in carrying out his duties, Executive
engages in conduct that constitutes fraud, willful neglect or willful misconduct which, in either
case, would result in demonstrable harm to the business, operations, prospects or reputation of the
Company;



(D) a material violation of the
requirements of the Sarbanes-Oxley Act of 2002 (“SOX”) or other federal or state securities
law, rule or regulation; or



(E) any other material breach of this
Agreement.



For purpose of this Agreement, the Company is not entitled to
assert that Executive’s termination is for Cause unless the Company gives Executive written notice
describing the facts which are the basis for such termination and such grounds for termination (if
susceptible to correction) are not corrected by Executive within 30 days of Executive’s receipt of
such notice to the reasonable, good faith satisfaction of the Board.


 


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(ii) “Change in Control” shall mean the first to
occur of any of the following events:



(A) A transaction or series of transactions
(other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any “person” or related “group” of
“persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (other than the Company, any of its subsidiaries, an
employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that,
prior to such transaction, directly or indirectly controls, is controlled by, or is under common
control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning
of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the
total combined voting power of the Company’s securities outstanding immediately after such
acquisition; or



(B) During any twelve-month period,
individuals who, at the beginning of such period, constitute the Board together with any new
director(s) (other than a director designated by a person who shall have entered into an agreement
with the Company to effect a transaction described in Section 5(i)(ii)(A) or Section 5(i)(ii)(C))
whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least a majority of the directors then still in office who either were directors at
the beginning of the twelve-month period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof; or



(C) The consummation by the Company
(whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a
sale or other disposition of all or substantially all of the Company’s assets in any single
transaction or series of related transactions or (z) the acquisition of assets or stock of another
entity, in each case other than a transaction:



(1) Which results in the
Company’s voting securities outstanding immediately before the transaction continuing to represent
(either by remaining outstanding or by being converted into voting securities of the Company or the
person that, as a result of the transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to
the business of the Company (the Company or such person, the “Successor Entity”)) directly
or indirectly, at least a majority of the combined voting power of the Successor Entity’s
outstanding voting securities immediately after the transaction, and



(2) After which no person
or group beneficially owns voting securities representing 35% or more of the combined voting power
of the Successor Entity; provided, however, that no person or group shall be treated for purposes
of this Section 5(i)(ii)(C)(2) as beneficially owning 35% or more of combined voting power of the
Successor Entity solely as a result of the voting power held in the Company prior to the
consummation of the transaction; or



(D) The Company’s stockholders approve a
liquidation or dissolution of the Company.



The Board shall have full and final authority, which shall be
exercised in its discretion, to determine conclusively whether a Change in Control of the Company
has occurred pursuant to the above definition, and the date of the occurrence of such Change in
Control and any incidental matters relating thereto.


 


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(iii) “Disability” shall mean Executive’s being
unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months.



(iv) “Good Reason” shall mean Executive’s
resignation from employment with the Company prior to the end of the Employment Period as a result
of one or more of the following reasons:



(A) the Company materially reduces the
amount of Executive’s then current Base Salary;



(B) a material diminution in Executive’s
authority, duties or responsibilities;




(C) a material breach of this Agreement by the Company; or



(D) a material change to the geographic location at which Executive must provide
services (within the meaning of Section 409A, provided, however, that in no event
shall a relocation of less than 50 miles be deemed material for purposes of this clause (D)).



Notwithstanding the foregoing, Executive agrees that he shall not
be entitled to terminate his employment for Good Reason in the event he is subject to any
unintended or adverse tax consequences under Section 409A or he is required to forfeit incentive or
other compensation pursuant to Section 304 of SOX. For purposes of this Agreement, a termination
of employment by Executive shall not be deemed to be for Good Reason unless (i) Executive gives the
Board written notice describing the event or events which are the basis for such termination within
90 days after the event or events occur, (ii) such grounds for termination (if susceptible to
correction) are not corrected by the Company within 30 days of the Company’s receipt of such notice
to the reasonable, good faith satisfaction of Executive, and (iii) Executive terminates his
employment no later than 30 days after the expiration of the cure period described in clause (ii)
of this paragraph.



6. Insurance; Indemnification and Advancement of Expenses.



(a) Insurance. The Company agrees to maintain director’s and
officer’s liability insurance covering the Executive for services rendered to the Company, its
subsidiaries and affiliates while Executive is a director or officer of the Company or any of its
subsidiaries or affiliates.



(b) Indemnification and Advancement of Expenses. Executive
shall be entitled to the benefits of Articles Thirteen and Fourteen of the Company’s Amended and
Restated Articles of Incorporation and the Company shall not amend such provisions during the
Employment Period without advance written notice to Executive. The Company shall not during the
Employment Period enter into any supplemental indemnification agreement with its directors or
executive officers, as such, unless Executive is offered an agreement containing terms pertaining
to indemnification and advancement of expenses that are substantially identical to the most
favorable indemnification and advancement of expenses terms provided to such directors or executive
officers (excepting standard “Side A” and similar arrangements customarily provided solely to
non-employee directors), which agreement may not be amended without advance written notice to
Executive.



7. Confidential Information. Executive acknowledges that he has entered into the
Company’s form of Confidentiality and Invention Assignment Agreement attached hereto as Exhibit
B and hereby reaffirms his obligations thereunder.


 


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8. Non-Solicitation.



(a) During the Employment Period and for one year thereafter (the
“Restricted Period”), Executive shall not directly or indirectly through another person or
entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any employee of
the Company to leave the employ of the Company, or in any way interfere with the relationship
between the Company and any employee thereof; or (ii) use the Company’s confidential or
proprietary information to induce, solicit, encourage or attempt to induce, solicit or encourage
any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to
cease doing business with the Company, or in any way interfere with the relationship between any
such customer, supplier, licensee or business relation of the Company (including, without
limitation, making any negative or disparaging statements or communications regarding the
Company). The Company covenants that it will not, and it will advise members of senior management
of the Company and the Board not to, make any negative or disparaging statements or communications
regarding Executive.



(b) If, at the time of enforcement of this Section 8, a court shall hold
that the duration, scope or area restrictions stated herein are unreasonable under circumstances
then existing, the parties agree that the maximum duration, scope or area reasonable under such
circumstances shall be substituted for the stated duration, scope or area and that the court shall
be allowed to revise the restrictions contained herein to cover the maximum period, scope and area
permitted by law. Executive acknowledges that the restrictions contained in this Section 8 are
reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.



(c) Executive acknowledges that in the event of the breach or a
threatened breach by Executive of any of the provisions of this Section 8, the Company would suffer
irreparable harm, and, in addition and supplementary to other rights and remedies existing in its
favor, the Company shall be entitled to specific performance and/or injunctive or other equitable
relief from a court of competent jurisdiction in order to enforce or prevent any violations of the
provisions hereof (without posting a bond or other security). In addition, in the event of a
breach or violation by Executive of Section 8 (a), the Restricted Period shall be automatically
extended by the amount of time between the initial occurrence of the breach or violation and when
such breach or violation has been duly cured.



9. Executive’s Representations. Executive hereby represents and warrants to the
Company that (i) the execution, delivery and performance of this Agreement by Executive do not and
shall not conflict with, breach, violate or cause a default under, any contract, agreement,
instrument, order, judgment or decree to which Executive is a party or by which he is bound which
has not been waived; (ii) Executive is not a party to or bound by any employment agreement,
noncompete agreement or confidentiality agreement with any other person or entity; and (iii) from
and after the Commencement Date, this Agreement shall be the valid and binding obligation of
Executive, enforceable in accordance with its terms. Executive represents and agrees that he fully
understands his right to discuss all aspects of this Agreement with his private attorney, and that
to the extent, if any, that he desired, he availed himself of such right. Executive further
represents that he has carefully read and fully understands all of the provisions of this
Agreement, that he is competent to execute this Agreement, that his agreement to execute this
Agreement has not been obtained by any duress and that he freely and voluntarily enters into it,
and that he has read this document in its entirety and fully understands the meaning, intent and
consequences of this document.


 


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10. Employment At-Will. Subject to the termination and severance benefit
obligations provided under Sections 4 and 5 of this Agreement, Executive hereby agrees that the
Company may dismiss him and terminate his employment with the Company, with or without advance
notice and without regard to (i) any general or specific policies (whether written or oral) of the
Company relating to the employment or termination of its employees, or (ii) any statements made to
Executive, whether made orally or contained in any document, pertaining to Executive’s relationship with the Company, or (iii) the
existence or non-existence of Cause. Inclusion under any benefit plan or compensation arrangement
will not give Executive any right or claim to any benefit hereunder except to the extent such right
has become fixed under the express terms of this Agreement.



11. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:




To the Company:




Chairman of the Board of Directors




Rentech, Inc.




10877 Wilshire Blvd. Suite 710




Los Angeles, CA 90024




with a copy to:




General Counsel




Rentech, Inc.




10877 Wilshire Blvd. Suite 710




Los Angeles, CA 90024




To Executive:



To the address on file in the permanent records of the Company at the time of
the notice.



All such notices shall be conclusively deemed to be received and shall be
effective (i) if sent by hand delivery, upon receipt or (ii) if sent by electronic mail or
facsimile, upon confirmation of receipt by the sender of such transmission.



12. Severability. In the event any provision or part of this Agreement is found
to be invalid or unenforceable, only that particular provision or part so found, and not the entire
Agreement, will be inoperative.



13. Complete Agreement. This Agreement, the LTIP Award Agreement(s) and those
documents expressly referred to herein embody the complete agreement and understanding among the
parties and supersede and preempt any prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject matter hereof in any way,
including without limitation, the Prior Agreement.


 


10









 





14. No Strict Construction. The language used in this Agreement shall be deemed
to be the language chosen by the parties hereto to express their mutual intent, and no rule of
strict construction shall be applied against any party.



15. Counterparts. This Agreement may be executed in separate counterparts, each
of which is deemed to be an original and all of which taken together constitute one and the same
agreement.



16. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the beneficiaries, heirs and representatives of Executive and the successors and
assigns of the Company (including without limitation, any successor due to reincorporation of the
Company or formation of a holding company). The Company shall require any successor (whether
direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or
stock, liquidation, or otherwise) to all or a majority of its assets, by agreement in form and
substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform this Agreement if
no such succession had taken place. Executive may not assign his rights (except by will or the
laws of descent and distribution) or delegate his duties or obligations hereunder. Except as
provided by this Section 16, this Agreement is not assignable by any party and no payment to be
made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or other charge.



17. Choice of Law. All issues and questions concerning the construction,
validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto
shall be governed by, and construed in accordance with, the laws of the State of California
regardless of the law that might be applied under principles of conflicts of laws.



18. Amendment and Waiver. The provisions of this Agreement may be amended,
modified or waived only with the prior written consent of the Company and Executive, and no course
of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising
any of the provisions of this Agreement (including, without limitation, the Company’s right to
terminate the Employment Period for Cause) shall affect the validity, binding effect or
enforceability of this Agreement or be deemed to be an implied waiver of any provision of this
Agreement.



19. Internal Revenue Code Section 409A.



(a) General. To the extent applicable, this Agreement shall be interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations and other
interpretative guidance issued thereunder, including without limitation any such regulations or
other such guidance that may be issued after the Commencement Date (“Section 409A”).
Notwithstanding any provision of this Agreement to the contrary, in the event that following the
Commencement Date, the Company determines in good faith that any compensation or benefits payable
under this Agreement may not be either exempt from or compliant with Section 409A, the Company
shall consult with Executive and adopt such amendments to this Agreement or adopt other policies or
procedures (including amendments, policies and procedures with retroactive effective), or take any
other commercially reasonable actions necessary or appropriate to (i) preserve the intended tax
treatment of the compensation and benefits payable hereunder, to preserve the economic benefits of
such compensation and benefits, and/or to avoid less favorable accounting or tax consequences for
the Company and/or (ii) to exempt the compensation and benefits payable hereunder from Section 409A
or to comply with the requirements of Section 409A and thereby avoid the application of penalty
taxes thereunder; provided, however, that this Section 19(a) does not, and shall
not be construed so as to, create any obligation on the part of the Company to adopt any such
amendments, policies or procedures or to take any other such actions or to indemnify the Executive
for any failure to do so.


 


11









 





(b) Specified Employee. Notwithstanding anything to the contrary in this Agreement,
no compensation or benefits, including without limitation any severance payment under Section 5
above, shall be paid to Executive during the 6-month period following his Separation from Service
to the extent that the Company determines that Executive is a “specified employee” at the time of
such Separation from Service (within the meaning of Section 409A) and that that paying such amounts
at the time or times indicated in this Agreement would be a prohibited distribution under Section
409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the
previous sentence, then on the first business day following the end of such 6-month period (or such
earlier date upon which such amount can be paid under Section 409A without being subject to such
additional taxes, including as a result of Executive’s death), the Company shall pay to Executive a
lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive
during such 6-month period, along with interest at the prime rate (as reported in the Wall Street
Journal or such other source as the Company deems reliable) from the date such payments were
otherwise due to the date of payment.



(c) Reimbursements. To the extent that any reimbursements, including without
limitation any reimbursements pursuant to Section 3(c) above, are determined to constitute taxable
compensation to Executive, then such reimbursements shall be paid to Executive promptly following
proper substantiation in accordance with applicable Company policy, but in no event after December
31st of the year following the year in which the expense was incurred (and such
reimbursements shall be contingent upon Executive’s timely submission of proper substantiation).
The amount of any such expenses reimbursed in one year shall not affect the amount eligible for
reimbursement in any subsequent year and Executive’s right to reimbursement of any such expenses
shall not be subject to liquidation or exchange for any other benefit.



20. Insurance. The Company may, at its discretion, apply for and procure in its
own name and for its own benefit life and/or disability insurance on Executive in any amount or
amounts considered advisable. Executive agrees to cooperate in any medical or other examination,
supply any information and execute and deliver any applications or other instruments in writing as
may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents
that he has no reason to believe that his life is not insurable at rates now prevailing for healthy
men of his age.



21. Withholding. Any payments made or benefits provided to Executive under this
Agreement shall be reduced by any applicable withholding taxes or other amounts required to be
withheld by law or contract.



22. Arbitration. Any dispute or controversy arising under or in connection with
this Agreement or otherwise in connection with the Executive’s employment by the Company that
cannot be mutually resolved by the parties to this Agreement and their respective advisors and
representatives shall be settled exclusively by arbitration in Los Angeles, California in
accordance with the rules of the American Arbitration Association before one arbitrator of
exemplary qualifications and stature, who shall be selected jointly by an individual to be
designated by the Company and an individual to be selected by Executive, or if such two individuals
cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration
Association. The Company will pay the direct costs and expenses of any such arbitration, including
the fees and costs of the arbitrator; provided, however, that the arbitrator may,
at his or her election, award attorneys’ fees to the prevailing party, if permitted by applicable
law.



23. Legal Fees. The Company agrees that, in connection with the commencement of
Executive’s employment hereunder, it will reimburse Executive for legal fees and expenses actually
incurred in connection with the review and preparation of this Agreement in an amount not to exceed
$2,000 (two thousand dollars), payable within 60 days after the Amendment Date.


 


12









 





24. Executive’s Cooperation. During the Employment Period and thereafter,
Executive shall cooperate with the Company and its affiliates, upon the Company’s reasonable
request, with respect to any internal investigation or administrative, regulatory or judicial
proceeding involving matters within the scope of Executive’s duties and responsibilities to the
Company Group during the Employment Period (including, without limitation, Executive being
available to the Company upon reasonable notice for interviews and factual investigations,
appearing at the Company’s reasonable request to give testimony without requiring service of a
subpoena or other legal process, and turning over to the Company all relevant Company documents
which are or may come into Executive’s possession during the Employment Period); provided,
however, that any such request by the Company shall not be unduly burdensome or interfere
with Executive’s personal schedule or ability to engage in gainful employment. In the event the
Company requires Executive’s cooperation in accordance with this Section 24, the Company shall
reimburse Executive for reasonable out-of-pocket expenses (including travel, lodging and meals)
incurred by Executive in connection with such cooperation, subject to reasonable documentation. In
the event that the obligations under this Section 24 require more than 20 hours of the Executive’s
time after termination of the Employment Period, the Company shall thereafter also pay to Executive
compensation at an hourly rate equal to the result of (a) the Base Salary applicable on the date of
the termination of Executive’s employment, divided by (b) 1,750.



(Signature Page Follows)




 


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



	 	 	 	 	 
	 	RENTECH, INC.

 	 
	 	By:	 	/s/ Michael F. Ray
 	 
	 	 	 	Michael F. Ray 	 
	 	 	 	Title: Chairman of the Compensation
Committee 	 
	 	 	 
	 	/s/ D. Hunt Ramsbottom
 	 
	 	D. Hunt Ramsbottom, Jr. 	 



 


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EXHIBIT A 




FORM OF RELEASE





This General Release of all Claims (this “Agreement”) is entered into by D. Hunt
Ramsbottom, Jr. (“Executive”) and Rentech, Inc. (the “Company”), effective as of
[         ].



In further consideration of the promises and mutual obligations set forth in the Employment
Agreement between Executive and the Company, dated [         ] (the
“Employment Agreement”), Executive and the Company agree as follows:



1. Return of Property. All Company files, access keys, desk keys, ID badges,
computers, electronic devices, telephones and credit cards, and such other property of the Company
as the Company may reasonably request, in Executive’s possession must be returned no later than the
date of Executive’s termination from the Company.



2. General Release and Waiver of Claims.



(a) Release. In consideration of the payments and benefits
provided to Executive under the Employment Agreement and after consultation with counsel,
Executive, personally and on behalf of each of Executive’s respective heirs, executors,
administrators, representatives, agents, successors and assigns (collectively, the
“Releasors”) hereby irrevocably and unconditionally releases and forever discharges the
Company and its subsidiaries and affiliates and each of their respective officers, employees,
directors, and agents and all persons acting in concert with them or any of them
(“Releasees”) from any and all claims, actions, causes of action, rights, judgments,
obligations, damages, demands, accountings or liabilities of whatever kind or character
(collectively, “Claims”), including, without limitation, any Claims under any federal,
state, local or foreign law, including without limitation, the Age Discrimination in Employment
Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of
1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act,
as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and
Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of
1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.;
the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.;
the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et
seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Sarbanes-Oxley Act
of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940
et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§
1197.5(a),1199.5; the Moore-Brown-Roberti Family Rights Act of 1991, as amended, Cal. Gov’t Code
§§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (1986);
California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et
seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California
Corporate Criminal Liability Act, Cal. Penal Code § 387; and the California Labor Code, that the
Releasors had, have, may have, or in the future may possess, arising out of (i) Executive’s
employment relationship with and service as an employee, officer or director of the Company, and
the termination of such relationship or service, and (ii) any event, condition, circumstance or
obligation that occurred, existed or arose on or prior to the date hereof; provided,
however, that Executive does not release, discharge or waive any rights to payments and
benefits provided under the Employment Agreement that are contingent upon the execution by
Executive of this Agreement, any vested benefits, any rights to indemnification, or any rights as a
shareholder of the Company.


 


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THE EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:



“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”



BEING AWARE OF SAID CODE SECTION, THE EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE
THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.



(b) Specific Release of ADEA Claims. In further consideration
of the payments and benefits provided to Executive under the Employment Agreement, the Releasors
hereby unconditionally release and forever discharge the Releasees from any and all Claims that the
Releasors may have as of the date Executive signs this Agreement arising under the Federal Age
Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations
promulgated thereunder (“ADEA”). By signing this Agreement, Executive hereby acknowledges
and confirms the following: (i) Executive was, and is hereby, advised by the Company in connection
with his termination to consult with an attorney of his choice prior to signing this Agreement and
to have such attorney explain to Executive the terms of this Agreement, including, without
limitation, the terms relating to Executive’s release of claims arising under ADEA, and Executive
has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than 21 days
to consider the terms of this Agreement and to consult with an attorney of his choosing with
respect thereto; (iii) Executive knowingly and voluntarily accepts the terms of this Agreement;
(iv) the payments and benefits provided to Executive in consideration of this release are in
addition to any amounts otherwise owed to Executive; and (v) this Agreement is written in a manner
designed to be understood by Executive and he understands it. Executive also understands that he
has seven days following the date on which he signs this Agreement within which to revoke the
release contained in this paragraph, by providing the Company a written notice of his revocation of
the release and waiver contained in this paragraph.



(c) No Assignment. Executive represents and warrants that he
has not assigned any of the Claims being released under this Agreement.



3. Proceedings. Executive has not filed, and agrees not to initiate or cause to
be initiated on his behalf, any complaint, charge, claim or proceeding against the Releasees before
any local, state or federal agency, court or other body relating to any Claims released under this
Agreement, including without limitation, any Claims relating to his employment or the termination
of his employment, (each, individually, a “Proceeding”), and agrees not to participate
voluntarily in any Proceeding. Notwithstanding the foregoing, Executive may bring to the attention
of the United States Equal Employment Opportunity Commission (the “EEOC”) claims of discrimination.
Executive waives any right he may have to benefit in any manner from any relief (whether monetary
or otherwise) arising out of any Proceeding.


 


16









 





4. Remedies. In the event Executive initiates or voluntarily participates in any
Proceeding, or if he fails to abide by any of the terms of this Agreement or his post-termination
obligations contained in the Employment Agreement, or if he revokes the ADEA release contained in
Paragraph 2(b) of this Agreement within the seven-day period provided under Paragraph 2(b), the
Company may, in addition to any other remedies it may have, reclaim any amounts paid to him under
the severance provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the
Employment Agreement, without waiving the release granted herein. The foregoing shall not apply to
Executive’s bringing to the attention of the EEOC any claims of discrimination. Executive
acknowledges and agrees that the remedy at law available to the Company for breach of any of his
post-termination obligations under the Employment Agreement or his obligations under Paragraphs 2
and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not
readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges,
consents and agrees that, in addition to any other rights or remedies that the Company may have at
law or in equity, the Company shall be entitled to seek a temporary restraining order or a
preliminary or permanent injunction, or both, without bond or other security, restraining Executive
from breaching his post-termination obligations under the Employment Agreement or his obligations
under Paragraphs 2 and 3 of this Agreement. Such injunctive relief in any court shall be available
to the Company, in lieu of, or prior to or pending determination in, any arbitration proceeding.



Executive understands that by entering into this Agreement he will be limiting
the availability of certain remedies that he may have against the Company and limiting also his
ability to pursue certain claims against the Company.



5. Severability Clause. In the event any provision or part of this Agreement is
found to be invalid or unenforceable, only that particular provision or part so found, and not the
entire Agreement, will be inoperative.



6. Non-admission. Nothing contained in this Agreement will be deemed or
construed as an admission of wrongdoing or liability on the part of the Company.



7. Governing Law. All matters affecting this Agreement, including the validity
thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the
State of California regardless of the law that might be applied under principles of conflicts of
laws.



8. Arbitration. Any dispute or controversy arising under or in connection with
this Agreement or otherwise in connection with Executive’s employment by the Company that cannot be
mutually resolved by the parties to this Agreement and their respective advisors and
representatives shall be settled exclusively by arbitration in Los Angeles, California in
accordance with the rules of the American Arbitration Association before one arbitrator of
exemplary qualifications and stature, who shall be selected jointly by an individual to be
designated by the Company and an individual to be selected by Executive or, if such two individuals
cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration
Association. The Company will pay the direct costs and expenses of any such arbitration, including
the fees and costs of the arbitrator; provided, however, that the arbitrator may,
at his or her election, award attorneys’ fees to the prevailing party, if permitted by applicable
law.



9. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:




To the Company:




Rentech, Inc.




To Executive:




With a copy to:


 


17









 




All such notices shall be conclusively deemed to be received and shall be
effective (i) if sent by hand delivery, upon receipt or (ii) if sent by electronic mail or
facsimile, upon confirmation of receipt by the sender of such transmission.



EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS
AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.



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



	 	 	 	 	 	 	 	 	 
	 	 	RENTECH, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	D. Hunt Ramsbottom, Jr.	 	 





 


18









 





EXHIBIT B 




CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT 




This Confidentiality and Invention Assignment Agreement (the
“Agreement”) is made as of the 20th day of January 2006 between RENTECH, INC., a
Colorado corporation (the “Company”), and D. Hunt Ramsbottom, Jr. (the “Employee”).



WITNESSETH:




WHEREAS, the Company is engaged in the highly specialized business of
designing and developing the technical and operational know-how of a process capable of converting
synthesis gas, a mixture of hydrogen and carbon monoxide derived from coal and other solid and
liquid carbon-bearing materials, as well as from industrial gas and natural gas into clean-burning
liquid hydrocarbon products, including diesel fuel, aviation fuel, naphtha and other chemicals; and



WHEREAS, Employee has been or is being employed by the Company because of
skills and abilities in work which requires the Company to impose the highest degree of trust and
confidence in Employee, and Employee recognizes that it is necessary for the Company to safeguard
its legitimate proprietary interests either through patents or by holding such information secret
or confidential;



NOW, THEREFORE, in consideration of the initiation or continuance of the
employment, and of other good and valuable consideration received by Employee, receipt of which is
hereby acknowledged, the parties agree as follows:



1. Ownership of Ideas, Inventions and Other Improvements.




1.1 All ideas, inventions, trademarks, proprietary information, know-how, processes,
designs, systems, techniques and other developments or improvements conceived by the Employee,
alone or with others, whether or not during working hours, which are within the scope of the work,
business operations, or projects of the Company, during the Employee’s employment with the Company,
shall be the exclusive property of the Company. In accordance with Section 2872 of the California
Employee Patent Act, West’s Cal. Lab. Code Section 2870 et. seq., if applicable, Employee is hereby
advised that this Article 1.1 does not apply to any invention, new development or method (and all
copies and tangible embodiments thereof) made solely by Employee for which no equipment, facility,
material, Confidential Information (as defined below) or intellectual property of the Company or
any of its affiliates was used and which was developed entirely on Employee’s own time;
provided, however, that Article 1.1 shall apply if the invention, new development
or method (i) relates at the time of its conception or reduction to practice to the Company’s or
any of its affiliates’ business, or actual or demonstrably anticipated research and development,
or (ii) results from any work performed by Employee for the Company or any of its affiliates.



1.2 The Employee agrees to disclose promptly to the Company any and all inventions,
discoveries, trademarks, proprietary information, know-how, processes or improvements, patentable
or otherwise, which Employee may conceive or make in the performance of Employee’s work with the
Company from the beginning of Employee’s employment until the termination thereof, whether they are
made solely or jointly with others. The Employee further agrees to assist the Company, at its sole
option and expense, in obtaining patents or trademarks in the United States of America or elsewhere
on any such ideas, inventions, trademarks, and other developments which the Employee conceives or
makes solely or jointly with others in the performance of the work of the Company and which the
Company may undertake to patent or trademark, and agrees to execute all documents necessary to
obtain such patents in the name of the Company.


 


19









 





1.3 Employee’s obligations and covenants contained in this Article 1 shall continue in
effect after the termination of Employee’s employment with respect to all and any inventions,
discoveries and improvements made or conceived by Employee during the term of Employee’s
employment, and this obligation shall be binding upon Employee’s assigns, heirs, executors,
administrators or other legal representatives.



2. Nondisclosure of Information.



2.1 Employee further agrees and covenants that Employee will not at any time, either
during Employee’s employment or after said employment is terminated, in any fashion, form or
manner, either directly or indirectly, divulge, disclose or communicate to any person, firm or
corporation in any manner whatsoever, any proprietary information, confidential information, trade
secrets or sensitive business information (hereinafter called “Confidential Information”)
concerning or relating to the business of the Company. Without limiting the generality of the
foregoing, the foregoing shall include the items described in Article 1.1, the names of any company
customers (as such), its customer lists (as such), the prices it obtains or has obtained or at
which it sells or has sold its products or at which it buys or has bought materials, components or
other supplies, estimates of the foregoing, sales projections, advertising, personnel history or
any other information of, about or concerning the business of the Company, its relations with its
employees, including salaries, job classifications, skill levels, and its manner of operation, its
inventions, plans, processes, or other data of any kind, nature or description. Notwithstanding
these prohibitions, Employee shall be entitled to divulge or authorize others in writing to divulge
all information regarding his or her own employment. The parties hereto stipulate that as between
them, the foregoing are the exclusive property of the Company and are important, material,
confidential, and trade secrets, and gravely affect the successful conduct of the business of the
Company and its goodwill, and that any breach of the terms of this paragraph is a material breach
hereof.



2.2 Employee agrees that upon termination of Employee’s employment for any reason,
Employee will deliver to the company in good condition the original and all copies of any records
in Employee’s possession relating to the Confidential Information described in Articles 1 and 2.1.



2.3 Employee agrees that the terms of this paragraph shall survive the termination of
Employee’s employment, and Employee shall be bound by its terms at all times subsequent to the
termination of Employee’s employment for seven (7) years after the execution of this Agreement so
long as the Company continues to conduct the same business or businesses it was conducting during
the period of this contract.



3. It is understood and agreed that this CONFIDENTIALITY AND INVENTION ASSIGNMENT
AGREEMENT supercedes and replaces all previous written or oral confidentiality and invention
assignment agreements and understandings between the parties.


 


20









 






Executed as of the day and year first written above.




	 	 	 	 	 	 	 	 	 
	 	 	Company:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	RENTECH, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael F. Ray	 	 
	 

	 	 	 	Title:
	 	Member, Compensation Committee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Employee:	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	D. Hunt Ramsbottom, Jr.	 	 







 


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