Exhibit 10.2


 


CONTINUITY AGREEMENT


 


This Agreement (the “Agreement”)
is dated as of November 28, 2005 by and between Tronox Incorporated, a
Delaware corporation (the “Company”), and Thomas W. Adams (the “Executive”).


 


WHEREAS, the Company’s
Board of Directors considers the continued services of key executives of the
Company to be in the best interests of the Company and its stockholders; and


 


WHEREAS, the Company’s
Board of Directors desires to assure, and has determined that it is appropriate
and in the best interests of the Company and its stockholders to reinforce and
encourage the continued attention and dedication of key executives of the
Company to their duties of employment without personal distraction or conflict
of interest in circumstances which could arise from the occurrence of a change
in control of the Company; and


 


WHEREAS, the Company’s
Board of Directors has authorized the Company to enter into continuity
agreements with those key executives of the Company and any of its respective
subsidiaries (all of such entities, together with the Company, are hereinafter
referred to as an “Employer”), such agreements to set forth the severance
compensation which the Company agrees under certain circumstances to pay such
executives; and


 


WHEREAS, the Executive is
a key executive of an Employer and has been designated as an executive to be
offered such a continuity compensation agreement with the Company.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company and the Executive agree as
follows:


 


1.                                       Term.  This Agreement shall become effective on the
date the Company first offers shares of its Class A common stock in an
initial public offering (the “Effective Date”) and remain in effect until the
third anniversary thereof; provided, however, that this Agreement
shall automatically renew for an additional year on each successive anniversary
of the Effective Date, unless an Employer informs the Executive, in writing, at
least 180 days prior to the renewal date, that this Agreement shall not be
renewed.  The foregoing shall constitute
the “Term” of this Agreement for purposes hereof.


 


2.                                       Change
in Control.  No compensation or other
benefit pursuant to Section 4 hereof shall be payable under this Agreement
unless and until either (i) a Change in Control of the Company (as
hereinafter defined) shall have occurred while the Executive is employed by an
Employer and the Executive’s employment by an Employer thereafter shall have
terminated in accordance with Section 3 hereof or (ii) the Executive’s
employment by an Employer shall have terminated in accordance with Section 3(a)(ii) hereof
prior to the occurrence of the Change in Control.  Except as provided in Section 2(e) hereof,
for purposes of this Agreement, a “Change 


 





















 


in Control” shall be
deemed to have occurred if, beginning on the Effective Date and before the end
of the Term of this Agreement:


 


(a)                                  any
person (“Person”) as defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and as used in Section 13(d) and
14(d) thereof, including a “group” as defined in Section 13(d) of
the Exchange Act but excluding the Company and any subsidiary and any employee
benefit plan sponsored or maintained by the Company or any subsidiary
(including any trustee of such plan acting as trustee), directly or indirectly,
becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), of securities of the Company representing 25% or more of the
combined voting power of the Company’s then outstanding securities (other than
indirectly as a result of the Company’s redemption of its securities); or


 


(b)                                 the
consummation of any merger or other business combination of the Company, sale
of 50% or more of the Company’s assets, liquidation or dissolution of the
Company or combination of the foregoing transactions (the “Transactions”) other
than a Transaction immediately following which the shareholders of the Company
and any trustee or fiduciary of any Company employee benefit plan immediately
prior to the Transaction own at least 60% of the voting power, directly or
indirectly, of (A) the surviving corporation in any such merger or other
business combination; (B) the purchaser of or successor to the Company’s
assets; (C) both the surviving corporation and the purchaser in the event
of any combination of Transactions; or (D) the parent company owning 100%
of such surviving corporation, purchaser or both the surviving corporation and
the purchaser, as the case may be; or


 


(c)                                  within
any twenty-four month period, the persons who were directors immediately before
the beginning of such period (the “Incumbent Directors”) shall cease (for any
reason other than death) to constitute at least a majority of the Board or the
board of directors of a successor to the Company.  For this purpose, any director who was not a
director at the beginning of such period shall be deemed to be an Incumbent
Director if such director was elected to the Board by, or on the recommendation
of or with the approval of, at least two-thirds of the directors who then
qualified as Incumbent Directors (so long as such director was not nominated by
a person who commenced or threatened to commence an election contest or proxy
solicitation by or on behalf of a Person (other than the Board) or who has
entered into an agreement to effect a Change in Control or expressed an
intention to cause such a Change in Control); or


 


(d)                                 a
majority of the members of the Board of Directors in office immediately prior
to a proposed transaction determine by a written resolution that such proposed
transaction, if taken, will be deemed a Change in Control and such proposed
transaction is consummated.


 


(e)                                  The
following events shall not constitute a Change in Control under this Agreement
and shall not be considered in determining whether a Change in Control has
occurred:


 


(i)                                     the sale or
purchase of the Company’s Class A common stock in connection with the
initial public offering of such stock;


 


(ii)                                  the distribution to Kerr-McGee
shareholders of the shares of the Company’s Class B common stock that
Kerr-McGee owns subsequent to the Effective Date;


 


2





















 


(iii)                               Kerr-McGee
Corporation exchanging shares of the Company’s Class B common stock that
it owns subsequent to the completion of the initial public offering of such
stock with its shareholders in return for shares of Kerr-McGee Corporation;


 


(iv)                              any event that qualifies as a “change in
control” under the terms of any agreement providing for continuity compensation
under similar terms and conditions as this Agreement if such agreement was
entered into by the Executive and Kerr-McGee Corporation before the Effective
Date of this Agreement and remains in effect on the date of the qualifying
event; or


 


(v)                                 if the Executive is not a party to an
agreement described in Section 2(e)(iv), above, any event that would
qualify as a “change in control” under the terms of this Agreement if the term “Kerr-McGee
Corporation” were substituted for the term “Company” in Section 2 hereof
and this Section 2(e) were disregarded.


 


3.                                       Termination
of Employment; Definitions.


 


(a)                                  Termination
without Cause by the Company or for Good Reason by the Executive.


 


(i)  The Executive
shall be entitled to the compensation provided for in Section 4 hereof, if
within two years after a Change in Control, the Executive’s employment by an
Employer shall be terminated (A) by an Employer for any reason other than
(I) the Executive’s Disability or Retirement, (II) the Executive’s death or
(III) for Cause, or (B) by the Executive with Good Reason (all terms are
as hereinafter defined), unless such termination occurs with the Executive’s
prior written consent expressly waiving the rights provided hereunder.


 


(ii)  In addition,
the Executive shall be entitled to the compensation provided for in Section 4
hereof if, (A) in the event that an agreement is signed which, if
consummated, would result in a Change of Control and, within 12 months
thereafter, the Executive is terminated without Cause by the Company (other
than on account of Executive’s Death or Disability) or terminates employment
with Good Reason prior to the Change in Control, (B) such termination is
at the request or instigation of the acquiror or merger partner or otherwise in
connection with the anticipated Change in Control, and (C) within said 12
month period, such Change in Control actually occurs.


 


(b)                                 Disability.  For purposes of this Agreement, “Disability”
shall mean the Executive’s absence from the full-time performance of the
Executive’s duties (as such duties existed immediately prior to such absence)
for 180 consecutive business days, when the Executive is disabled as a result
of incapacity due to physical or mental illness.


 


(c)                                  Retirement.  For purposes of this Agreement, “Retirement”
shall mean the Executive’s voluntary termination of employment pursuant to
late, normal or early retirement under a pension plan sponsored by an Employer,
as defined in such plan, but only if such retirement occurs prior to a
termination by an Employer without Cause or by the Executive for Good Reason.


 


(d)                                 Cause.  For purposes of this Agreement, “Cause” shall
mean:


 


3





















 


(i)                                     the
willful and continued failure of the Executive to perform substantially all of
his or her duties with an Employer (other than any such failure resulting from
incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to such Executive by the Board of
Directors (the “Board”) of the Company which specifically identifies the manner
in which the Board believes that the Executive has not substantially performed
his or her duties;


 


(ii)                                  the
willful engaging by the Executive in gross misconduct which is materially and
demonstrably injurious to the Company or any Employer; or


 


(iii)                               the
conviction of, or plea of guilty or nolo  contendere to, a felony.


 


Termination of the Executive
for Cause shall be made by delivery to the Executive of a copy of a resolution
duly adopted by the affirmative vote of not less than a three-fourths majority
of the non-employee Directors of the Company or of the ultimate parent of the
entity which caused the Change in Control (if the Company has become a
subsidiary) at a meeting of such Directors called and held for such purpose,
after 30 days prior written notice to the Executive specifying the basis for
such termination and the particulars thereof and a reasonable opportunity for
the Executive to cure or otherwise resolve the behavior in question prior to
such meeting, finding that in the reasonable judgment of such Directors, the
conduct or event set forth in any of clauses (i) through (iii) above
has occurred and that such occurrence warrants the Executive’s termination.


 


(e)                                  Good
Reason.  For purposes of this
Agreement, “Good Reason” shall mean the occurrence, within the Term of this
Agreement, of any of the following without the Executive’s written consent
expressly waiving the rights provided hereunder:


 


(i)                                     any
material and adverse diminution in the Executive’s duties or responsibilities
with the Company (or any affiliate thereof) from those in effect immediately
prior to the Change in Control;


 


(ii)                                  any
reduction in the Executive’s annual base salary or any adverse change in bonus
opportunity or participation in cash bonus programs in effect immediately prior
to the Change in Control;


 


(iii)                               any
requirement that Executive be based at a location more than 35 miles from the
location at which the Executive was based immediately prior to the Change in
Control (or a substantial increase in the amount of travel Executive is
required to do because of a relocation of the executive offices);


 


(iv)                              any
failure by the Company to obtain from any successor to the Company an agreement
reasonably satisfactory to the Executive to assume and perform this Agreement,
as contemplated by Section 10(a) hereof; or


 


(v)                                 any
amendment, reduction or termination of any benefit plan, program or
arrangement, which has the effect of causing the Executive to have benefits
which are not substantially similar, in the aggregate, to those benefits
provided to the Executive immediately prior to the Change in Control.


 


4





















 


Notwithstanding the
foregoing, in the event Executive provides the Company with a Notice of
Termination (as defined below) referencing this Section 3(e), the Company
shall have 30 days thereafter in which to cure or resolve the behavior
otherwise constituting Good Reason.  Any
good faith determination by Executive that Good Reason exists shall be presumed
correct and shall be binding upon the Company.


 


(f)                                    Notice
of Termination.  Any purported
termination of the Executive’s employment (other than on account of Executive’s
death) with an Employer, if such termination occurs after the occurrence of a
Change in Control or under circumstances specified under Section 3(a)(ii) above,
shall be communicated by a Notice of Termination to the Executive, if such
termination is by an Employer, or to an Employer, if such termination is by the
Executive.  For purposes of this
Agreement, “Notice of Termination” shall mean a written notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under the
provisions so indicated.  For purposes of this Agreement, no
purported termination of Executive’s employment with an Employer shall be
effective without such a Notice of Termination having been given.


 


4.                                       Compensation
Upon Termination After a Change in Control.


 


Subject to Section 9
hereof, if within two years of a Change in Control, the Executive’s employment
by an Employer shall be terminated in accordance with Section 3(a) (the
“Termination”), the Executive shall be entitled to the following payments and
benefits:


 


(a)                                  Severance.  The Company shall pay or cause to be paid to
the Executive a cash severance amount equal to (i) three (3) times
the sum of (A) the Executive’s annual base salary on the date of the
Change in Control (or, if higher, the annual base salary in effect immediately
prior to the giving of the Notice of Termination) and (B) the higher
of:  (x) the average of the actual
bonuses earned by the Executive in respect of the three years prior to the year
in which the Change in Control occurs under the Company’s incentive award
program, or (y) the Executive’s target bonus for the year of Termination, plus (ii) in
lieu of continuation of any of the Executive’s perquisites as provided to the
Executive prior to the Change in Control (or, if greater, at the time of
Termination), a cash payment equal to 7 percent of the Executive’s annual base
salary as in effect on the date of the Change in Control for each of the three (3) years
following the date of Termination.  This
cash severance amount shall be payable in a lump sum.


 


(b)                                 Additional
Payments and Benefits.  The Executive
shall also be entitled to:


 


(i)                                     a lump sum cash payment equal to the sum
of (A) the Executive’s accrued but unpaid annual base salary through the
date of Termination, (B) the unpaid portion, if any, of bonuses previously
earned by the Executive pursuant to the Company’s Executive incentive award
program, plus the pro rata portion of the bonus to be paid for the year in
which the date of Termination occurs (calculated through the date of
Termination), (C) an amount, if any, equal to compensation previously
deferred (excluding any qualified plan deferral) and any accrued vacation pay,
in each case, in full satisfaction of Executive’s rights thereto, and (D) an
amount, if any, equal to the value of the number of performance units that the
Executive would have earned if the performance period for such performance
units had ended on the date of the Change in Control or, if greater, the target
number of performance units under the award.


 


5





















 


(ii)                                  a
lump sum cash payment equal to the aggregate sum of (A) additional pension
contributions in an amount equal to the Company’s contributions under the
Company’s 401(k) plan, profit sharing or other savings pension plans (or such
other qualified and nonqualified defined contribution pension plans as then in
effect) for the three (3) year period following the date of Termination
(the “Separation Period”) (based on assumed rates of Executive’s contributions
at the level of participation in effect as of the last date Executive was
permitted to participate); and (B) the difference between the discounted
present value (i.e., lump sum value) of the annuity benefit the Executive is
entitled to receive under the Company’s qualified and nonqualified defined
benefit retirement programs in which the Executive is a participant calculated
through the date of Termination and the discounted present value (i.e., lump
sum value) of the annuity benefit the Executive would be entitled to receive
under such retirement programs calculated after adding an additional five years
of credit to age and service up to a maximum of age 65 as if the executive had
been paid at the rate used to calculate the payments under Section 4(a),
provided that the additional credits added with respect to each retirement
program shall not exceed five years when added to any additional credits
already provided by the terms of the such programs in respect of the
Termination covered hereby.


 


(iii)                               continued
medical, dental, vision, and life insurance coverage (excluding accident,
death, and disability insurance) for the Executive and the Executive’s eligible
dependents or, to the extent such coverage is not commercially available, such
other arrangements reasonably acceptable to the Executive, on the same basis as
in effect prior to the Change in Control or the Executive’s Termination,
whichever is deemed to provide for more substantial benefits, for a period
ending on the earlier of (A) the end of the Separation Period or (B) the
commencement of comparable coverage by the Executive with a subsequent
employer;


 


(iv)                              unless
it would adversely affect the Company’s ability to use pooling of interest
accounting in a Change in Control transaction in which such accounting is
intended to be used, immediate 100% vesting of all outstanding stock options,
stock appreciation rights and restricted stock granted or issued by any
Employer to the extent not previously vested on or following the Change of
Control; and


 


(v)                                 all
other accrued or vested benefits in accordance with the terms of the applicable
plan (with an offset for any amounts paid under Section 4(b)(i)(C),
above).


 


All lump sum payments
under this Section 4 shall be paid within 15 business days after Executive’s
date of Termination, provided, however, that such payment shall be
made 30 days after Termination in the event that the Company requires the
Executive to sign a release at the time of Termination.  Discounted present value (i.e., lump sum
value) for purposes of subsection (ii) above shall be calculated
using a discount factor equal to one percentage point below the rate of
interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as
its prime rate in effect at its principal office in New York City, and using
the actuarial factors set forth in the defined benefit retirement program.


 


(c)                                  Outplacement.  If so requested by the Executive,
outplacement services shall be provided by a professional outplacement provider
selected by Executive; provided, however, that such outplacement
services shall be provided the Executive at an aggregate total cost to the
Company of not more than ten (10) percent of such Executive’s annual base
salary.


 


(d)                                 Withholding.  Payments and benefits provided pursuant to
this Section 4 shall be subject to any applicable payroll and other taxes
required to be withheld.


 


6





















 


5.                                       Compensation
Upon Termination for Death, Disability or Retirement.


 


If an Executive’s
employment is terminated by reason of Death, Disability or Retirement prior to
any other termination, Executive will receive:


 


(a)                                  the
sum of (i) Executive’s accrued but unpaid salary through the date of
Termination, (ii) the pro rata portion of the Executive’s target bonus for
the year of Executive’s Death or Disability (calculated through the date of
Termination), and (iii) an amount equal to any compensation previously
deferred and any accrued vacation pay; and


 


(b)                                 other
accrued or vested benefits in accordance with the terms of the applicable plan
(with an offset for any amounts paid under item (a)(iii), above).


 


6.                                       Excess
Parachute Payments.


 


(a) (i) If it
is determined (as hereafter provided) that any payment or distribution by the
Company or any Employer to or for the benefit of the Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (a “Severance
Payment”), would be subject to the excise tax imposed by Section 4999 of
the Code (or any successor provision thereto) by reason of being “contingent on
a change in ownership or control” of the Company, within the meaning of Section 280G
of the Code (or any successor provision thereto) or to any similar tax imposed
by state or local law, or any interest or penalties with respect to such excise
tax (such tax or taxes, together with any such interest and penalties, are
hereafter collectively referred to as the “Excise Tax”), then the Executive
shall be entitled to receive an additional payment or payments (a “Gross-Up
Payment”) in an amount such that, after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax, imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Severance Payments.


 


(ii)                                  Subject
to the provisions of Section 6(a)(i) hereof, all determinations
required to be made under this Section 6, including whether an Excise Tax
is payable by the Executive and the amount of such Excise Tax and whether a
Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be
made by the nationally recognized firm of certified public accountants (the “Accounting
Firm”) used by the Company prior to the Change in Control (or, if such Accounting
Firm declines to serve, the Accounting Firm shall be a nationally recognized
firm of certified public accountants selected by the Executive).  The Accounting Firm shall be directed by the
Company or the Executive to submit its preliminary determination and detailed
supporting calculations to both the Company and the Executive within 15
calendar days after the Termination Date, if applicable, and any other such
time or times as may be requested by the Company or the Executive.  If the Accounting Firm determines that any
Excise Tax is payable by the Executive, the Company shall pay the required
Gross-Up Payment to, or for the benefit of, the Executive within five business
days after receipt of such determination and calculations.  If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall, at the same time as it makes
such determination, furnish the Executive with an opinion that he has
substantial authority not to report any Excise Tax on 


 


7





















 


his/her federal, state,
local income or other tax return.  Any
determination by the Accounting Firm as to the amount of the Gross-Up Payment
shall be binding upon the Company and the Executive absent a contrary
determination by the Internal Revenue Services or a court of competent
jurisdiction; provided, however, that no such determination shall
eliminate or reduce the Company’s obligation to provide any Gross-Up Payment
that shall be due as a result of such contrary determination.  As a result of the uncertainty in the
application of Section 4999 of the Code (or any successor provision
thereto) and the possibility of similar uncertainty regarding state or local
tax law at the time of any determination by the Accounting Firm hereunder, it
is possible that Gross-Up Payments that will not have been made by the Company
should have been made (an “Underpayment”), consistent with the calculations
required to be made hereunder.  In the
event that the Company exhausts or fails to pursue its remedies pursuant to Section 6(a) hereof
and the Executive thereafter is required to make a payment of any Excise Tax,
the Executive shall direct the Accounting Firm to determine the amount of the
Underpayment that has occurred and to submit its determination and detailed
supporting calculations to both the Company and the Executive as promptly as
possible.  Any such Underpayment shall be
promptly paid by the Company to, or for the benefit of, the Executive within
five business days after receipt of such determination and calculations.


 


(iii)                               The federal, state and local income or
other tax returns filed by the Executive (or any filing made by a consolidated
tax group which includes the Company) shall be prepared and filed on a
consistent basis with the determination of the Accounting Firm with respect to
the Excise Tax payable by the Executive. 
The Executive shall make proper payment of the amount of any Excise Tax,
and at the request of the Company, provide to the Company true and correct
copies (with any amendments) of his/her federal income tax return as filed with
the Internal Revenue Service and corresponding state and local tax returns, if
relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Company, evidencing such payment.  If prior to the filing of the Executive’s
federal income tax return, or corresponding state or local tax return, if
relevant, the Accounting Firm determines that the amount of the Gross-Up
Payment should be reduced, the Executive shall within five business days pay to
the Company the amount of such reduction.


 


(iv)                              The Company and the Executive shall each
provide the Accounting Firm access to and copies of any books, records and
documents in the possession of the Company or the Executive, as the case may
be, reasonably requested by the Accounting Firm, and otherwise cooperate with
the Accounting Firm in connection with the preparation and issuance of the
determination contemplated by Section 6(a) hereof.


 


(v)                                 The fees and expenses of the Accounting
Firm for its services in connection with the determinations and calculations
contemplated by Sections 6(a)(ii) and (iv) hereof shall be borne by
the Company.  If such fees and expenses
are initially advanced by the Executive, the Company shall reimburse the
Executive the full amount of such fees and expenses within five business days
after receipt from the Executive of a statement therefor and reasonable
evidence of his/her payment thereof.


 


(b)                                 In
the event that the Internal Revenue Service claims that any payment or benefit
received under this Agreement constitutes an “excess parachute payment,” within
the meaning of Section 280G(b)(1) of the Code, the Executive shall
notify the Company in writing of such claim. 
Such notification shall be given as soon as practicable but no later
than 10 business days after the Executive is informed in writing of such claim
and shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid.  


 


8





















 


The Executive shall not
pay such claim prior to the expiration of the 30 day period following the date
on which the Executive gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is
due).  If the Company notifies the
Executive in writing prior to the expiration of such period that it desires to
contest such claim, the Executive shall (i) give the Company any
information reasonably requested by the Company relating to such claim; (ii) take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company and reasonably satisfactory to the
Executive; (iii) cooperate with the Company in good faith in order to
effectively contest such claim; and (iv) permit the Company to participate
in any proceedings relating to such claim; provided, however,
that the Company shall bear and pay directly all costs and expenses (including,
but not limited to, additional interest and penalties and related legal,
consulting or other similar fees) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for and
against any Excise Tax or other tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of
costs and expenses.


 


(c)  The Company
shall control all proceedings taken in connection with such contest and, at its
sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct the Executive to pay the
tax claimed and sue for a refund or contest the claim in any permissible
manner, and the Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company shall determine; provided, however,
that if the Company directs the Executive to pay such claim and sue for a
refund, the Company shall advance the amount of such payment to the Executive
on an interest-free basis, and shall indemnify and hold the Executive harmless,
on an after-tax basis, from any Excise Tax or other tax (including interest and
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and provided,
further, that if the Executive is required to extend the statute of
limitations to enable the Company to contest such claim, the Executive may
limit this extension solely to such contested amount.  The Company’s control of the contest shall be
limited to issues with respect to which a corporate deduction would be
disallowed pursuant to Section 280G of the Code and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.  In addition, no position may be taken nor any
final resolution be agreed to by the Company without the Executive’s consent if
such position or resolution could reasonably be expected to adversely affect
the Executive (including any other tax position of the Executive unrelated to
matters covered hereby).


 


(d)  If, after the
receipt by the Executive of an amount advanced by the Company in connection
with the contest of the Excise Tax claim, the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall promptly pay
to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto); provided, however,
if the amount of that refund exceeds the amount advanced by the Company or it
is otherwise determined for any reason that additional amounts could be paid to
the Named Executive without incurring any Excise Tax, any such amount will be
promptly paid by the Company to the named Executive (or shall be applied to
reduce any amount that Executive would otherwise be required to pay the
Company).  If, after the receipt by the
Executive of an amount advanced by the Company in connection with an Excise Tax
claim, a determination is made that the Executive shall not be entitled to any
refund with respect to such 


 


9





















 


claim and the Company
does not notify the Executive in writing of its intent to contest the denial of
such refund prior to the expiration of 30 days after such determination, such
advance shall be forgiven and shall not be required to be repaid and shall be
deemed to be in consideration for services rendered after the date of the
Termination.


 


7.                                       Expenses.  In addition to all other amounts payable to
the Executive under this Agreement, the Company shall pay or reimburse the
Executive for reasonable legal fees (including without limitation, any and all
court costs and reasonable attorneys’ fees and expenses) incurred by the
Executive in connection with or as a result of any claim, action or proceeding
brought by the Company or the Executive with respect to or arising out of this
Agreement or any provision hereof; provided, however, that the
Company shall have no obligation to pay any such legal fees, if (i) in the
case of an action brought by the Executive, the Company is successful in
establishing with the court that the Executive’s action was frivolous or
otherwise without any reasonable legal or factual basis; or (ii) in
connection with any such claim, action or proceeding arising out of Section 12
of this Agreement.


 


8.                                       Obligations
Absolute; Non-Exclusivity of Rights; Joint Several Liability.


 


(a)                                  The obligations of the Company to make
the payments to the Executive, and to make the arrangements, provided for
herein shall be absolute and unconditional and shall not be reduced by any
circumstances, including without limitation any set-off, counterclaim,
recoupment, defense or other right which the Company may have against the
Executive or any third party at any time.


 


(b)                                 Nothing in this Agreement shall prevent
or limit the Executive’s continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any other
Employer and for which the Executive may qualify, nor shall anything herein
limit or reduce such rights as the Executive may have under any agreements with
the Company or any other Employer.


 


(c)                                  Each entity included in the definition of
“Employer” and any successors or assigns shall be joint and severally liable
with the Company under this Agreement.


 


9.                                       Not
an Employment Agreement; Effect On Other Rights.


 


(a)                                  This Agreement is not, and nothing herein
shall be deemed to create, a contract of employment between the Executive and
the Company. The Company may terminate the employment of the Executive by the
Company at any time, subject to the terms of this Agreement and/or any
employment agreement or arrangement between the Company and the Executive that
may then be in effect.


 


(b)                                 This
Agreement supersedes all prior agreements covering change in control or any
other subject matter covered by this Agreement and Executive hereby represents
that the Executive has no other oral or written representations, understandings
or agreements with the Company or any of its officers, directors or
representatives covering any such subject matter and agrees that any and all
prior written agreements relating to such subject matter shall be terminated
effective as of the date of execution of this Agreement and shall be of no
further force or effect.


 


10





















 


10.                                 Successors;
Binding Agreement, Assignment.


 


(a)                                  The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business of the Company, by agreement to
expressly, absolutely and unconditionally assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a material breach of this Agreement and shall entitle the
Executive to terminate the Executive’s employment with the Company or such
successor for Good Reason immediately prior to or at any time after such
succession. As used in this Agreement, “Company” shall mean (i) the
Company as hereinbefore defined, and (ii) any successor to all the stock
of the Company or to all or substantially all of the Company’s business or
assets which executes and delivers an agreement provided for in this Section 10(a) or
which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law, including any parent or subsidiary of such a successor.


 


(b)                                 This Agreement shall inure to the benefit
of and be enforceable by the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die while any amount would be payable to the
Executive hereunder if the Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Executive’s estate or designated beneficiary.  Neither this Agreement nor any right arising
hereunder may be assigned or pledged by the Executive.


 


11.                                 Notice.  For purpose of this Agreement, notices and
all other communications provided for in this Agreement or contemplated hereby
shall be in writing and shall be deemed to have been duly given when personally
delivered, delivered by a nationally recognized overnight delivery service or
when mailed United States certified or registered mail, return receipt
requested, postage prepaid, and addressed, in the case of the Company, to the
Company at:


 


Tronox Incorporated


123 Robert S. Kerr Avenue


P.O. Box 268859


Oklahoma City, Oklahoma
73126-8859


Attention:  Chief Executive Officer


(with a copy to General
Counsel)


 


and in the case of the
Executive, to the Executive at the address set forth on the execution page at
the end hereof.


 


Either party may
designate a different address by giving notice of change of address in the
manner provided above, except that notices of change of address shall be
effective only upon receipt.


 


12.  Confidentiality.


 


(a)                                  The Executive shall retain in confidence
any and all confidential information concerning the Company and its respective
business which is now known or hereafter becomes known to the Executive, except
as otherwise required by law and except information (i) ascertainable or
obtained from public information, (ii) received by the Executive 


 


11





















 


at any time after the Executive’s employment by the
Company shall have terminated, from a third party not employed by or otherwise
affiliated with the Company or (iii) which is or becomes known to the
public by any means other than a breach of this Section 12.  Upon the Termination of employment, the
Executive will not take or keep any proprietary or confidential information or
documentation belonging to the Company.


 


(b)                                 The Executive acknowledges and agrees
that the Company’s remedies at law for a breach or threatened breach of any of
the provisions of this Section 12 would be inadequate and, in recognition
of this fact, Executive agrees that, in the event of such a breach or
threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to cease making any payments or providing
any benefit otherwise required by this Agreement during the pendency of any
dispute involving such Section and to obtain equitable relief in the form
of specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available.  Upon the resolution of such dispute, any
payments or benefits required by this Agreement which were suspended during the
pendency of the dispute shall be paid or provided to the Executive if it is
determined that no breach of this Section 12 occurred.


 


This paragraph 12 shall
survive this Agreement.


 


13.                                 Release.
In the event that the Company requests a release from the Executive, in the
form attached hereto as Exhibit A, then as a condition to providing any
payments or benefits under this Agreement, the Executive shall deliver such
release.


 


14.                                 Miscellaneous.  No provision of this Agreement may be
amended, altered, modified, waived or discharged unless such amendment,
alteration, modification, waiver or discharge is agreed to in writing signed by
the Executive and such officer of the Company as shall be specifically
designated by the Committee or by the Board of Directors of the Company.  No waiver by either party, at any time, of
any breach by the other party of, or of compliance by the other party with, any
condition or provision of this Agreement to be performed or complied with by such
other party shall be deemed a waiver of any similar or dissimilar provision or
condition of this Agreement or any other breach of or failure to comply with
the same condition or provision at the same time or at any prior or subsequent
time.  No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in this
Agreement.


 


15.                                 Severability.  If any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not be affected thereby. To the extent permitted by applicable law, each party
hereto waives any provision of law which renders any provision of this
Agreement invalid, illegal or unenforceable in any respect.


 


16.                                 Governing
Law; Venue.  The validity,
interpretation, construction and performance of this Agreement shall be
governed exclusively by the laws of the State of Delaware
without giving effect to its conflict of laws rules.  For purposes of jurisdiction and venue, the
Company and each Employer hereby consents to jurisdiction and venue in any
suit, action or proceeding with respect to this Agreement in any court of
competent jurisdiction in the state in which Executive resides at the
commencement of such suit, action or proceeding and waives any objection,
challenge or dispute as to such jurisdiction or venue being proper.


 


12





















 


17.                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.


 


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


 


	
   

  	
  TRONOX INCORPORATED. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Wohleber 

  	
   

  
	
   

  	
   

  	
  Robert M. Wohleber

  Chairman of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas W. Adams 

  	
   

  
	
   

  	
   

  	
  Thomas W. Adams

  
					



 


13





















 


Exhibit A


 


RELEASE


 


[                    ]
(“Executive”), for and in consideration of the payments and benefits that
Executive shall receive under this Agreement, hereby executes the following
General Release (“Release”) and agrees as follows:


 


1.                                       Executive,
on behalf of Executive, Executive’s agents, assignees, attorneys, successors,
assigns, heirs and executors, to, and Executive does hereby fully and
completely forever release the Company and its affiliates, predecessors and
successors and all of their respective past and/or present officers, directors,
partners, members, managing members, managers, Executives, agents,
representatives, administrators, attorneys, insurers and fiduciaries in their
individual and/or representative capacities (hereinafter collectively referred
to as the “Releasees”), from any and all causes of action, suits, agreements,
promises, damages, disputes, controversies, contentions, differences,
judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, variances, trespasses, extents,
executions and demands of any kind whatsoever, which Executive or Executive’s
heirs, executors, administrators, successors and assigns ever had, now have or
may have against the Releasees or any of them, in law, admiralty or equity,
whether known or unknown to Executive, for, upon, or by reason of, any matter,
action, omission, course or thing whatsoever occurring up to the date this
Release is signed by Executive, including, without limitation, in connection
with or in relationship to Executive’s employment or other service relationship
with the Company or its affiliates, the termination of any such employment or
service relationship and any applicable employment, compensatory or equity
arrangement with the Company or its respective affiliates; provided that such
released claims shall not include any claims to enforce Executive’s rights
under, or with respect to, this Release (such released claims are collectively
referred to herein as the “Released Claims”).


 


2.                                       Notwithstanding
the generality of clause (1) above, the Released Claims include, without
limitation, (a) any and all claims under Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act
of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the
Executive Retirement Income Security Act of 1974, the Americans with
Disabilities Act, the Family and Medical Leave Act of 1993, and any and all
other federal, state or local laws, statutes, rules and regulations
pertaining to employment or otherwise, and (b) any claims for wrongful
discharge, breach of contract, fraud, misrepresentation or any compensation
claims, or any other claims under any statute, rule, regulation or under the
common law, including compensatory damages, punitive damages, attorney’s fees,
costs, expenses and all claims for any other type of damage or relief.


 


3.                                       This
means that, by signing this Release, the Executive shall have waived any right
to which the Executive may have had to bring a lawsuit or make any claim
against the Releasees based on any acts or omissions of the releasees up to the
date of the signing of this Release.


 


4.                                       Executive
represents that he has read carefully and fully understands the terms of this
Release, and that Executive has been advised to consult with an attorney and
have had the opportunity to consult with an attorney prior to signing this
Release.  Executive acknowledges that he
is executing this Release voluntarily and knowingly and that he has not relied
on any representations, promises or agreements of any kind made to Executive in
connection with 


 


14





















 


Executive’s decision to
accept the terms of this Release, other than those set forth in this Release.  Executive acknowledges that Executive has
been given at least twenty-one (21) days to consider whether Executive wants to
sign this Release and that the Age Discrimination in Employment Act gives
Executive the right to revoke this Release within seven (7) days after it
is signed, and Executive understands that he will not receive any payments due
him under this Release until such seven (7) day revocation period (the “Revocation
Period”) has passed and then, only if Executive has not revoked this Release.  To the extent Executive has executed this
Release within less than twenty-one (21) days after its delivery to Executive,
Executive hereby acknowledges that his decision to execute this Release prior
to the expiration of such twenty-one (21) day period was entirely voluntary.


 


 


	
   

  	
  TRONOX INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Executive

  	
  Title:

  
	
   

  	
  Name:

  
				



 


15