exv10w6






Exhibit 10.6




TRONOX LLC

2010 CASH INCENTIVE PLAN




ARTICLE I

PURPOSE OF THE PLAN



     This plan shall be known as the Tronox LLC 2010 Cash Incentive Plan (the “Plan”) and
shall be effective as of the Company’s emergence from Chapter 11 bankruptcy proceedings (the
“Effective Date”). The purpose of the Plan is to enable Tronox LLC (the “Company”)
to retain in its employ persons of high competence by providing participating employees with an
opportunity to receive additional cash incentive compensation. Capitalized terms and phrases not
otherwise defined herein shall have the meanings ascribed thereto in Article II hereof.



ARTICLE II

DEFINITIONS



     For purposes of the Plan, the following terms shall have the meanings set forth below:



     2.1 “2010 Manager Pool” shall mean an amount of cash equal to the product of (x) the
Senior Manager Target Bonus and (y) the applicable percentage of the target payable in accordance
with Schedule A hereto based upon the Company’s achievement of the applicable levels of
EBITDAR specified on Schedule A; provided that such amount shall not exceed
$500,000.



     2.2 “Affiliate” means (i) any subsidiary company of the Company (or its successors)
within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended, (ii) any
company, trade or business (including, without limitation, a partnership or limited liability
company) which is directly or indirectly controlled 50% or more (whether by ownership of stock,
assets or an equivalent ownership interest or voting interest) by the Company (or its successors),
or (iii) any other entity (including its successors) which is designated as an Affiliate by the
Board.



     2.3 “Anadarko Litigation” means (i) the litigation known as Tronox Incorporated et al.
v. Anadarko Petroleum Corporation et al., Case No. 09-1198 (ALG), and all related claims, actions,
appeals, judgments, decisions, orders, awards, decrees or equitable relief of every kind, nature or
description or (ii) any other environmental claim or legal action asserted by or against Anadarko
Petroleum Corporation, Kerr-McGee Corporation and their respective past or present parents,
subsidiaries, affiliates, predecessors, successors, directors, officers or representatives that is
related to environmental matters.



     2.4 “Award” means an award granted under the Plan entitling a Participant to receive
an amount payable in cash on such terms and conditions determined by the Committee in its sole
discretion in accordance with the terms hereof.



     2.5 “Base Salary” shall mean each 2010 Participant’s base salary as set forth on
Schedule A hereto.



     2.6 “Board” means the Board of Directors of the Company.



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     2.7 “Cause” means with respect to a Participant’s termination of employment from and
after the Effective Date, the following: (a) in the case where there is no employment agreement,
consulting agreement, change in control agreement or similar agreement in effect between the
Company or an Affiliate and the Participant at the time of determination (or where there is such an
agreement but it does not define “cause” (or words of like import)), termination due to: (i) the
Participant’s material breach of any written agreement between the Company or any Affiliate and
such Participant or the commission by a Participant of any indictable offense which carries a
maximum penalty of imprisonment; (ii) perpetration by a Participant of an illegal act, or fraud
which could cause economic injury to the Company; (iii) continuing failure by the Participant to
perform the Participant’s duties in any material respect, provided that the Participant is given
notice and an opportunity to effectuate a cure as determined by the Committee; or (iv) a
Participant’s willful misconduct with regard to the Company that could have a material adverse
effect on the Company; or (b) in the case where there is an employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of determination that defines “cause” (or words of like
import), “cause” as defined under such agreement; provided, however, that with regard to any
agreement under which the definition of “cause” only applies on occurrence of a change in control,
such definition of “cause” shall not apply until a change in control actually takes place and then
only with regard to a termination thereafter.



     2.8 “Code Section 409A” means Section 409A of the Internal Revenue Code of 1986, as
amended, and the treasury regulations and other official guidance promulgated thereunder.



     2.9 “Committee” means the Compensation Committee of the Board; provided that
if no such committee exists, the “Committee” means the Board.



     2.10 “Company” shall have the meaning set forth in Article I hereof.



     2.11 “EBITDAR” means the consolidated net income (or net loss) from continuing
operations of the Company plus (a) without duplication, to the extent included in the calculation
of consolidated net income or net loss for such period in accordance with GAAP, the sum of (i)
interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense,
(v) charges related to restructuring (including but not limited to facility closure and severance
expense), asset impairment or other extraordinary items and fees and expenses incurred in
connection with the Chapter 11 reorganization, the plan of reorganization, the financings expressly
contemplated by the plan of reorganization, and any foreign asset based financing, (vi) any losses
from discontinued operations or sales of assets other than in the ordinary course of business,
(vii) non-cash expenses in respect of employees’ compensation payable in equity interests, (viii)
losses incurred on the early extinguishment of debt, (ix) charges for legal and other expenses in
connection with liabilities for litigation matters the liability for which have been estimated or
determined under and in accordance with the plan of reorganization, (x) costs and expenses related
to the Anadarko Litigation, (xi) provision for environmental restoration or remediation and (xiii)
any other non-cash changes, including, but not limited to pension or post-retirement costs minus
(b) without duplication, (i) gains recognized on the early extinguishment of debt, (ii) interest
income, (iii) any unusual or nonrecurring income, including income from discounted operations, (iv)
any other nonrecurring income or (v) to the extent included in the calculation of net income for
such period in



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accordance with GAAP, any gains from sales of
assets other than in the ordinary course of business and any other extraordinary gains,
provided, however, that in any event and for all periods, non-cash gains or losses
on foreign currency translation in connection with the re-measurement of balance sheet assets and
liabilities shall be excluded from the calculation of EBITDAR. For the purposes of calculating
EBITDAR for any period, if during such period the Company or any of its subsidiaries shall have
made an acquisition, EBITDAR for such period shall be calculated after giving pro forma effect
thereto as if such acquisition occurred on the first day of such period.




     2.12 “Effective Date” shall have the meaning set forth in Article I hereof.



     2.13 “Good Reason” means with respect to a Participant’s termination of employment
from and after the date hereof: (a) in the case where there is no employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of determination (or where there is such an agreement but
it does not define “good reason” (or words or a concept of like import)), a voluntary resignation
due to (i) the relocation of the Participant’s principal office, without his/her consent, to a
location that increases by 35 or more miles the Participant’s one-way commute from his or her
primary residence, or (ii) the failure of the Company to make any material payment or provide any
material benefit in accordance with any such agreement (provided that in order to invoke a
termination for Good Reason, (A) the Participant must provide written notice within ninety (90)
days of the occurrence of any event of “Good Reason,” (B) the Company must fail to cure such event
within thirty (30) days of the giving of such notice, and (C) the Participant must terminate
employment within thirty (30) days following the expiration of the Company’s cure period); or (b)
in the case where there is an employment agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at the time of
determination that defines “good reason” (or words or a concept of like import), a voluntary
termination due to good reason or words or a concept of like import), as defined in such agreement,
and, for purposes of the Plan, as determined by the Committee in its sole discretion; provided that
any definition that is effective under an employment agreement, change in control agreement or
similar agreement after a change in control shall only be effective for purposes of this Plan after
a change in control.



     2.14 “Participant” means any employee of the Company who is selected to participate in
the Plan in accordance with Article IV hereof.



     2.15 “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity or any department, agency or political subdivision thereof.



     2.16 “Plan” shall have the meaning set forth in Article I hereof.



     2.17 “Senior Manager Target Bonus” means the product of (x) twenty five percent (25%)
and (y) the aggregate base salaries for all 2010 Senior Managers who are eligible to receive a 2010
Manager Bonus in accordance with Section 4.6(b). The maximum number of 2010 Senior
Managers shall be twenty five (25). For the sake of clarity, subpart (y) of this definition of
“Senior Manager Target Bonus” shall only include the base salaries of those 2010



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Senior Managers who are employed by the Company on December 31, 2010 or who are terminated by
the Company without Cause prior to December 31, 2010.




ARTICLE III

ADMINISTRATION




     3.1 General. The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee shall be authorized to (a) select Participants, (b) determine
the amount of Awards granted to Participants under the Plan, (c) determine the conditions and
restrictions, if any, subject to which the payment of Awards will be made, (d) certify that the
conditions and restrictions applicable to the payment of any Award have been met, (e) interpret the
Plan, including the definition of EBITDAR under the Plan and (f) adopt, amend, or rescind such
rules and regulations, and make such other determinations, for carrying out the Plan as it may deem
appropriate. Decisions of the Committee on all matters relating to the Plan shall be in the
Committee’s sole discretion and shall be conclusive and binding upon the Participants, the Company
and all other Persons to whom rights to receive payments hereunder have been transferred in
accordance with Section 5.2 hereof. The validity, construction, and effect of the Plan and the
rules and regulations relating to the Plan shall be determined in accordance with applicable
federal and state laws, rules and regulations promulgated pursuant thereto.



     3.2 Plan Expenses. The expenses of the Plan shall be borne by the Company.



     3.3 Unfunded Arrangement. The Company shall not be required to establish any special
or separate fund or make any other segregation of assets to assume the payment of any Award under
the Plan. The Plan shall be “unfunded” for all purposes and Awards hereunder shall be paid out of
the general assets of the Company as and when the Awards are payable under the Plan. All
Participants shall be solely unsecured general creditors of the Company. If the Company decides in
its sole discretion to establish any advance accrued reserve on its books against the future
expense of the Awards payable hereunder, or if the Company decides in its sole discretion to fund a
trust from which Plan benefits may be paid from time to time, such reserve or trust shall not under
any circumstance be deemed to be an asset of the Plan.



     3.4 Delegation. The Committee may, to the extent permissible by applicable law,
delegate any of its authority hereunder to such Persons as it deems appropriate.



     3.5 Accounts and Records. The Committee shall maintain such accounts and records
regarding the fiscal and other transactions of the Plan and such other data as may be required to
carry out its functions under the Plan and to comply with all applicable laws.



     3.6 Retention of Professional Assistance. The Committee may employ such legal
counsel, accountants and other persons as may be required in carrying out its duties in connection
with the Plan.



ARTICLE IV

PARTICIPATION; GRANT AND PAYMENT OF AWARDS



     4.1 Participation. Subject to Section 4.6, Participation in the Plan shall be
limited to those Participants selected by the Committee from time to time, and no employee of the



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Company shall have any right to be selected as a Participant. Nothing in the Plan shall
interfere with or limit in any way any right of the Company or any of its Affiliates to terminate
any Participant’s employment at any time and for any reason (or no reason), nor confer upon any
Participant any right to continued service with the Company or any of its Affiliates for any period
of time or to continue such Participant’s present (or any other) rate of compensation. No
Participant who is granted an Award under the Plan shall have any right to a grant of future Awards
under the Plan. By accepting any payment under the Plan, each Participant and each Person claiming
under or through such Participant shall be conclusively deemed to have indicated such Person’s
acceptance and ratification of, and consent to, any action taken under the Plan by the Company or
the Committee. Subject to the terms and conditions of the Plan, determinations made by the
Committee under the Plan need not be uniform and may be made selectively among eligible individuals
under the Plan, whether or not such individuals are similarly situated.




     4.2 Grant of Awards. Subject to Section 4.6, the Committee shall determine
the Participants to whom Awards under the Plan are granted. Awards granted under the Plan shall be
denominated by reference to a dollar value and shall represent the right to receive a payment or
payments on such terms and conditions as may be determined by the Committee in its sole discretion.
The actual amount payable under an Award may be fixed at the time of grant or may be subject to a
formula, the achievement of performance goals, or the performance of notional investment
alternatives, in each case, as determined by the Committee in its sole discretion.



     4.3 Vesting of Awards. Subject to Section 4.6 the Committee may, in its sole
discretion, impose such vesting or other restrictions on Awards granted under the Plan as it
determines, and may accelerate the vesting of any Award granted hereunder at any time. The
requirements for vesting of an Award may be based on the continued service of the Participant with
the Company or its Affiliates for a specified time period (or periods) or on the attainment of a
specified performance goal (or goals) established by the Committee in its sole discretion.



     4.4 Payment of Awards.



          (a) General. Awards under the Plan shall be paid in cash at such time or times as
determined by the Committee in its sole discretion and set forth in the applicable Award agreement
taking into account the requirements of Code Section 409A.




          (b) Release. Upon acceptance of payment of any amount pursuant to an Award hereunder,
the Participant shall be deemed to have unconditionally released and discharged the Company and any
and all of the Company’s parent companies, partners, Affiliates, successors and assigns and any and
all of its and their past and/or present officers, directors, members, partners, agents, employees
and representatives from any and all claims in connection with, or in any manner related to or
arising under, the Plan with respect to such Award, including the determination of the amount
payable under such Award and any other matter associated therewith.




     4.5 Impact of Termination of Employment. Subject to the Committee’s discretion as set
forth in the following sentence and Section 4.6 below, all outstanding, unvested Awards
granted under the Plan to a Participant shall be immediately forfeited by such Participant without



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any further action by the Company upon such Participant’s termination of employment with the
Company and its Affiliates at any time and for any reason (or no reason). Notwithstanding the
foregoing, the Committee shall have the power to determine in its sole discretion at the time of
grant, or if no rights of the Participant are reduced, thereafter, the impact of a termination of a
Participant’s employment with the Company and its Affiliates on the vesting and/or forfeiture of a
Participant’s outstanding Awards hereunder.




     4.6 2010 Bonus.



          (a) General. Notwithstanding the foregoing, for the 2010 fiscal year, the individuals
set forth on Schedule A hereto (each, a “2010 Participant”) shall be eligible to
receive a cash bonus with respect to the Company’s achievement of EBITDAR for the 2010 fiscal year
(the “2010 Bonus”) based upon the specified percentage of such 2010 Participant’s Base
Salary. The actual amount of the 2010 Bonus for each 2010 Participant shall be based upon the
Company’s achievement of the applicable levels of EBITDAR specified on Schedule A hereto.
The 2010 Bonus shall be payable in a lump sum in cash no later than January 31, 2011, subject to
the 2010 Participant’s continued employment with the Company on December 31, 2010;
provided, however, in the event a 2010 Participant’s employment is terminated by
the Company without Cause or by the 2010 Participant for Good Reason prior to December 31, 2010,
the 2010 Participant shall be entitled to the full amount of the 2010 Bonus based on actual
results, payable in accordance with this Section 4.6(a).




          (b) Senior Managers. Notwithstanding anything herein to the contrary, for the 2010
fiscal year, the employees of the Company designated as senior managers of the Company by the
Company’s Chief Executive Officer, subject to the reasonable approval of the Committee, (“2010
Senior Managers”), shall be eligible to receive a cash bonus (the “2010 Manager Bonus”)
equal to such 2010 Senior Manager’s allocated percentage of the 2010 Manager Pool. No later than
December 31, 2010, the Committee shall allocate a percentage of the 2010 Manager Pool to each 2010
Senior Manager based on the recommendation of the Company’s Chief Executive Officer;
provided, however, the sum of the percentages allocated to the 2010 Senior Managers
in the aggregate shall in all events not exceed one hundred percent (100%); provided,
further that the maximum bonus payable to any 2010 Senior Manager shall be $50,000. The 2010
Manager Bonus shall be payable in a lump sum in cash no later than January 31, 2011, subject to the
2010 Senior Manager’s continued employment with the Company on December 31, 2010; provided,
however, in the event a 2010 Senior Manager’s employment is terminated by the Company
without Cause prior to December 31, 2010, the 2010 Senior Manager shall be entitled to the full
amount of the 2010 Manager Bonus based on actual results, payable in accordance with this
Section 4.6(b).




          (c) Maximum Payments. Notwithstanding anything in this Plan to the contrary, the
maximum amount of all payments under this Section 4.6 for the 2010 fiscal year shall be
$3,148,000.








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ARTICLE V

MISCELLANEOUS




     5.1 Successors. For purposes of the Plan, the Company shall include any and all
successors or assignees, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all of the business or assets of the Company and such successors
and assignees shall perform the Company’s obligations under the Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession or assignment had
taken place. In the event that the surviving company in any transaction to which the Company is a
party is a subsidiary of another company, the ultimate parent company of such surviving company
shall cause the surviving company to perform the obligations of the Company under the Plan in the
same manner and to the same extent that the Company would be required to perform such obligations
if no such succession or assignment had taken place. In such event, the term “Company,” as
used in the Plan, shall mean the Company, as hereinbefore defined, and any successor or assignee
(including the ultimate parent company) to the business or assets thereof which by reason hereof
becomes bound by the terms and provisions of the Plan.



     5.2 Nontransferability. No Award or right to receive payment under the Plan may be
transferred other than by will or the laws of descent and distribution. Any transfer or attempted
transfer of an Award or a right to receive payment under the Plan contrary to this Section 5.2
shall be void. In the event of an attempted transfer by a Participant of an Award or a right to
receive payment pursuant to the Plan contrary to this Section 5.2 hereof, the Committee may in its
sole discretion terminate such Award or right.



     5.3 Withholding Taxes. The Company shall be entitled, if necessary or desirable, to
withhold from any amount due and payable by the Company to any Participant (or secure payment from
such Participant in lieu of withholding) the amount of any withholding or other tax due from the
Company with respect to any amount payable to such Participant under the Plan.



     5.4 Amendment of the Plan. The Board reserves the right to amend any or all of the
provisions of the Plan, by action of the Board (or a duly authorized committee thereof) at any
time; provided that in no event shall any amendment or termination adversely affect the
rights of Participants hereunder without the prior written consent of the affected Participants.
Notwithstanding anything herein to the contrary, no amendment may (i) affect a Participant’s rights
to the 2010 Bonus, (ii) increase the threshold, target or maximum performance targets set forth on
Schedule A hereto or (iii) decrease a 2010 Participant’s threshold, target or maximum bonus
opportunity.



     5.5 Severability. Whenever possible, each provision of the Plan shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of the Plan
is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of the
Plan.



     5.6 Titles and Headings. The headings and titles used in the Plan are for reference
purposes only and shall not affect in any way the meaning or interpretation of the Plan.



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     5.7 Indemnification. In addition to such other rights of indemnification as they may
have as members of the Board, the members of the Committee and the Board shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in connection with any
action, suit or proceeding to which they or any of them may be party by reason of any action taken
or failure to act under or in connection with the Plan or any right granted hereunder, and against
all amounts paid by them in settlement thereof (provided that such settlement is approved by
independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding; provided that any such Board or Committee member shall
be entitled to the indemnification rights set forth in this Section 5.7 only if such member has
acted in good faith and in a manner that such member reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful; and provided, further,
that upon the institution of any such action, suit or proceeding, a Board or Committee member shall
give the Company written notice thereof and an opportunity, at its own expense, to handle and
defend the same before such Board or Committee member undertakes to handle and defend it on such
Board or Committee member’s own behalf.



     5.8 Governing Law. The Plan shall be governed by the laws of the State of New York,
without giving effect to any choice of law provisions that might otherwise refer construction or
interpretation of the Plan to the substantive laws of another jurisdiction.



     5.9 Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect
to this Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction
in respect of any thereof, shall be resolved only in the courts of the State of New York in New
York County or the United States District Court for the Southern District of New York and the
appellate courts having jurisdiction of appeals in such courts. In that context, and without
limiting the generality of the foregoing, the Company and each Participant shall irrevocably and
unconditionally (a) submit in any proceeding relating to this Plan or any Award Agreement, or for
the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the
exclusive jurisdiction of the courts of the State of New York in New York County, the court of the
United States of America for the Southern District of New York, and appellate courts having
jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such
Proceeding shall be heard and determined in such New York State court or, to the extent permitted
by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in
such courts and waives any objection that the Company and each Participant may now or thereafter
have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding
was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right
to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or
relating to this Plan or any Award Agreement, (d) agree that service of process in any such
Proceeding may be effected by mailing a copy of such process by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such party, in the case of a
Participant, at the Participant’s address shown in the books and records of the Company or, in the
case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree
that nothing in this Agreement shall affect the right to effect service of process in any other
manner permitted by the laws of the State of New York.



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     5.10 Code Section 409A. The Plan is intended to either comply with, or be exempt
from, the requirements of Code Section 409A. To the extent that the Plan is not exempt from the
requirements of Code Section 409A, the Plan is intended to comply with the requirements of Code
Section 409A and shall be limited, construed and interpreted in accordance with such intent.
Accordingly, the Company reserves the right to amend the provisions of the Plan at any time and in
any manner without the consent of Participants solely to comply with the requirements of Code
Section 409A and to avoid the imposition of the additional tax, interest or income inclusion under
Code Section 409A on any payment to be made hereunder while preserving, to the maximum extent
possible, the intended economic result of the Award of any affected Participant. Notwithstanding
the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest,
income inclusion or other penalty that may be imposed on a Participant by Code Section 409A or for
damages for failing to comply with Code Section 409A.



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SCHEDULE A




	 	 	 	 	 	 	 	 	 
	 	 	2010 Target Bonus	 	 	 	 
	2010 Participant	 	(percentage of Base Salary)	 	 	Base Salary	 
	Dennis Wanlass
	 	 	100	%	 	$	775,000	 
	John Romano
	 	 	65	%	 	$	360,000	 
	Mike Foster
	 	 	50	%	 	$	330,000	 
	Robert Gibney
	 	 	50	%	 	$	300,000	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	 	Target	 	 	Maximum	 
	 	 	$171,000,000 of	 	 	$190,000,000 of	 	 	$209,000,000 of	 
	2010 Performance Targets	 	EBITDAR	 	 	EBITDAR	 	 	EBITDAR and above	 
	Percentage of 2010
Target Bonus
Payable for
Achievement of
EBITDAR for the
2010 Fiscal year
	 	 	50%	 	 	 	100%	 	 	 	200%	 





The 2010 Bonus shall be determined using straight line interpolation for each of the metrics set
forth above for performance between Threshold and Target and Target and Maximum performance,
respectively.





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