Amended Current Report Filing (8-k/a)

RTK Rentech, Inc.

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Share Name	Share Symbol	Market	Type
Rentech, Inc.	NASDAQ:RTK	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	0.20	0.195	0.205				0	01:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2015 (December 9, 2014)

RENTECH, INC.

(Exact name of registrant as specified in its charter)

Colorado

1-15795

84-0957421

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


10877 Wilshire Boulevard, 10^th Floor Los Angeles, California		90024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 571-9800

RENTECH NITROGEN PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware

1-35334

45-2714747

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


10877 Wilshire Boulevard, 10^th Floor Los Angeles, California		90024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 571-9800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

Each of Rentech, Inc. (“Rentech”) and Rentech Nitrogen Partners, L.P. (“Rentech Nitrogen”) is filing this Amendment No. 1 on Form 8-K/A to its respective Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2014 (the “Form 8-K”) to provide supplementary information regarding Mr. Keith B. Forman’s compensation arrangements, which have now been finalized. Mr. Forman was appointed as Chief Executive Officer and President of Rentech and Chief Executive Officer of the general partner of Rentech Nitrogen effective December 9, 2014, and he also joined the Board of Rentech on the same date. Except as described in this Explanatory Note, no other information in the Form 8-K is modified or amended hereby.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.

On December 30, 2014, Rentech entered into an employment agreement with Mr. Forman (the “Employment Agreement”), pursuant to which he will receive an annual salary of $200,000. Mr. Forman will not be eligible for a cash bonus in 2015. Rentech’s Board will reevaluate the appropriateness of providing an annual cash incentive opportunity for periods beginning after 2015. In connection with the Employment Agreement, Mr. Forman received (i) an inducement award of performance share units (“PSUs”) pursuant to an Inducement Total Shareholder Return Performance Share Award (the “PSU Agreement”) and (ii) an inducement grant of an option to purchase shares of Rentech’s common stock pursuant to an Inducement Stock Option Grant Notice and Stock Option Agreement (the “Option Agreement”).

Under the terms of the PSU Agreement, Rentech’s total shareholder return (“TSR”) over a period of up to four years must be at least 50 percent for any shares to be earned under the award. The TSR must be at least 100 percent in order for Mr. Forman to earn the target of 1,008,265 shares. Mr. Forman is entitled to earn the PSUs based on Rentech’s TSR as measured initially on the third anniversary of December 9, 2014 (the “Vesting Start Date”). Subject to Mr. Forman’s continued employment, he may earn 50 percent to 200 percent of the target PSUs for a TSR between 50 percent and 200 percent on the third anniversary of the Vesting Start Date. Any PSUs that have not been earned on the third anniversary may vest on the fourth anniversary based on the TSR over the full four-year period. Upon any vesting, each PSU that has been earned will be settled for one share of common stock.

Under the terms of the Option Agreement, Mr. Forman may purchase up to 1,102,491 shares of Rentech’s common stock at an exercise price of $1.24 per share. Twenty-five percent of the options will vest on December 9, 2015, and the balance will vest in equal monthly increments thereafter for the following three years. The Option Agreement has a five-year term.

The equity awards were each approved by the Compensation Committee of Rentech’s Board of Directors and ratified by the full Rentech Board as an inducement material to Mr. Forman entering into employment with Rentech. The inducement awards were granted in accordance with NASDAQ Listing Rule 5635(c)(4).

Under the Employment Agreement, Mr. Forman is entitled to participate in any benefit plans which Rentech makes generally available to its senior executives. Either Mr. Forman or Rentech may terminate the Employment Agreement at any time. In the event that Mr. Forman incurs a “Separation from Service” (as defined in the Employment Agreement) due to a termination of Mr. Forman’s employment by Rentech without Cause or by Mr. Forman for Good Reason (in each case as defined in the Employment Agreement), and Mr. Forman ceases upon such Separation from Service to provide any

Page 2 of 4

services to Rentech, then, subject to Mr. Forman’s execution and non-revocation of a release, Rentech will pay Mr. Forman an amount equal to the greater of two times his base salary as in effect on the date of termination or $1,000,000 (which amount will be reduced to $400,000 if such termination occurs within six months of the effective date of the Employment Agreement), payable in substantially equal installments over a period of two years from Mr. Forman’s Separation from Service.

A portion of Mr. Forman’s non-equity compensation will be allocated to, and reimbursed to Rentech by, Rentech Nitrogen based on a good faith estimate of the percentage of Mr. Forman’s time attributable to services performed for Rentech Nitrogen.

The descriptions in this report do not purport to be complete summaries of the Employment Agreement, the PSU Agreement and the Option Agreement. The summaries in this report are qualified in their entirety by reference to complete agreements, which agreements are filed herewith as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description of the Exhibit

Exhibit 10.1		Employment Agreement, entered into as of December 30, 2014 and effective as of December 9, 2014, by and between Rentech, Inc. and Keith B. Forman.

Exhibit 10.2		Inducement Total Shareholder Return Performance Share Award entered into as of December 30, 2014 by and between Rentech, Inc. and Keith B. Forman.

Exhibit 10.3		Inducement Stock Option Grant Notice and Stock Option Agreement entered into as of December 30, 2014 by and between Rentech, Inc. and Keith B. Forman.

Page 3 of 4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RENTECH NITROGEN PARTNERS, L.P., a Delaware limited Partnership

	By:	Rentech Nitrogen GP, LLC
	Its:	General Partner

Date: January 6, 2015	By:	/s/ Colin Morris
		Colin Morris
		Senior Vice President and General Counsel

Page 4 of 4

Exhibit 10.1

EMPLOYMENT AGREEMENT

Between

Rentech, Inc.

and

Keith B. Forman

THIS AGREEMENT (the “Agreement”) is entered into as of December 30, 2014, but shall be effective as of December 9, 2014 (the “Effective Date”), between Rentech, Inc. (the “Company”) and Keith B. Forman (“Executive”).

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 shall employ Executive, and Executive hereby agrees to accept employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and ending as provided in Section 4 hereof (the “Employment Period”).

2. Position and Duties.

a. Title; Reporting. 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. Exclusivity. 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. Notwithstanding the above, Executive may continue to serve as a director of the companies he was a director of as of the Effective Date set forth on Schedule A. 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 business except for (x) an investment of not more than 2.0% 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 $200,000 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. Commencing in the fourth quarter of 2015, Executive shall be eligible for annual reviews of his Base Salary based on performance as determined by the Board in its sole discretion.

b. Bonuses and Incentive Compensation.

i. Annual Bonus Opportunity. Executive shall not be eligible to earn any annual cash incentive with respect to services performed through the end of 2015. The Board shall reevaluate the appropriateness of providing an annual cash incentive opportunity (an “Annual Bonus”) during the fourth quarter of 2015 and may, in its sole discretion, implement such a program for periods beginning after 2015.

ii. New-Hire Equity Grant. As an inducement for Executive to enter employment with the Company, on or as soon as reasonably practicable following the Effective Date and the filing of a Registration Statement on Form S-8 with respect to the Inducement Awards (defined below), the Company shall grant to Executive the option award and performance share unit award attached hereto as Exhibit A and Exhibit B, respectively (the “Inducement Awards”).

iii. Future 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.

d. Other Benefits. Executive shall be entitled to the following benefits during the Employment Period, unless otherwise modified by the Board: participation in the Company’s retirement plans, health and welfare plans, disability insurance plans, vacation and paid-time-off programs 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. Executive shall also receive 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. 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. Executive’s employment with the Company shall be “at-will” and either Executive or the Company may terminate Executive’s employment at any time, subject to Section 5 below, as follows: (i) Executive’s employment and 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) Executive’s employment and 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 Executive’s employment and 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; Change in Control.

a. Termination Without Cause or for Good Reason. In the event that Executive incurs a “separation from service” (“Separation from Service”) from the Company (within the meaning of Section 409A (as defined below)) due to a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and Executive ceases upon such Separation from Service to provide any Services, then, subject to Executive’s execution and non-revocation of a Release substantially in the form attached as Exhibit C (a “Release”) within 30 days after such Separation from Service, Executive shall be entitled to the benefits set forth in this Section 5(a). Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Section 409A.

i. The Company shall pay Executive an amount equal to the greater of two times Executive’s Base Salary (as in effect on the date of Executive’s termination) or $1,000,000, provided that, in the event of a termination under this Section 5(a) within six months of the Effective Date, the Company shall pay to Executive $400,000. The cash severance amount described in the previous sentence shall be paid, subject to Sections 5(d) and 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. 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, however, that notwithstanding the foregoing, if (I) any plan pursuant to which the foregoing benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (II) the Company cannot provide the benefit without violating or incurring penalty or excise taxes under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the remaining coverage period (or remaining portion thereof).

iii. All outstanding equity awards shall be governed by the terms of any applicable equity plans and award agreement(s).

The benefits contemplated by Sections 5(a)(i) and 5(a)(ii) above are referred to herein as the “Severance”. In addition, if Executive’s employment terminates pursuant to this Section 5(a), the Company shall pay Executive the amounts described in Section 5(c)(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(c) in accordance therewith. If the Employment Period and Executive’s employment with the Company are terminated (for any reason), but Executive remains in Service on the Board or the board of directors or similar body of any majority-owned subsidiary of the Company following such termination, unless otherwise agreed in writing between Executive and the Company, Executive shall forfeit any and all right to receive any Severance benefits hereunder.

b. Other Terminations. In the event that Executive’s employment with the Company is terminated due to Executive’s resignation without Good Reason, death, Disability, termination by the Company for Cause or for any other reason not contemplated by Section 5(a) above, subject to applicable law, the Company agrees to the following:

i. All outstanding 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(c)(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(c) in accordance therewith.

c. 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 (if any), (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.

d. Change in Control.

i. If Executive becomes entitled to Severance in accordance with Section 5(a) above in connection with a Separation from Service that occurs within 2 years after a Change in Control, then the cash severance component contemplated by Section 5(a)(i) above shall be paid in a lump-sum payment on the First Payroll Date in lieu of the continuation payments contemplated thereby (and the provisions of Section 5(a) above shall otherwise apply).

ii. In the event of a Change in Control, all equity awards granted to Executive shall be governed by the terms of any applicable equity plans and award agreements.

e. No Other Payments. Except as provided in Sections 5(a), (b), (c) and (d) 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 Executive’s termination of employment with the Company, other than those expressly required under applicable law (such as COBRA).

f. 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.

g. 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.

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(g)(ii)(A) or Section 5(g)(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(g)(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.

Notwithstanding the foregoing, a transaction shall only constitute a Change in Control for purposes hereof if such transaction also constitutes a “change in control event” within the meaning of Section 409A.

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;

(D) a material change to the geographic location of Executive’s principal work location in Bethesda, Maryland (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 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 D and hereby reaffirms his obligations thereunder.

8. Non-Solicitation.

a. General. 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). During the Restricted Period, 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. Reformation; Acknowledgment. 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. Remedies. 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) above, 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 Effective 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.

10. Employment At-Will. Subject to the termination and payment 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., 10^th Floor

Los Angeles, CA 90024

with a copy to:

General Counsel

Rentech, Inc.

10877 Wilshire Blvd., 10^th Floor

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 reputable overnight courier or 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 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.

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 Executive’s employment and 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 Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that following the Effective 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 cause such compensation to comply in form and operation with the requirements of Section 409A or an applicable exemption therefrom and, in either case, 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 Executive or any other person for any failure to do so.

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 31^st 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. EXECUTIVE AND THE COMPANY UNDERSTAND THAT BY AGREEING TO ARBITRATE ANY CLAIM SUBJECT TO THIS ARBITRATION PROVISION, THEY ARE WAIVING THE RIGHT TO HAVE ANY ARBITRATION CLAIM DECIDED BY A JURY OR A COURT, AND SHALL INSTEAD HAVE ANY SUCH CLAIM DECIDED THROUGH ARBITRATION.

23. 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 23, 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 23 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)

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


RENTECH, INC.

		/s/ Edward M. Stern
By:		Edward M. Stern
Title:		Chairman of the Compensation Committee

		/s/ Keith B. Forman
		Keith B. Forman

SCHEDULE A

EXISTING DIRECTORSHIPS

Capital Product Partners L.P.

EXHIBIT A

FORM OF OPTION AGREEMENT

EXHIBIT B

FORM OF PERFORMANCE SHARE UNIT AGREEMENT

EXHIBIT C

FORM OF RELEASE

This General Release of all Claims (this “Agreement”) is entered into by Keith B. Forman (“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.

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.

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:

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:


		Keith B. Forman

EXHIBIT D

FORM OF CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT

Exhibit 10.2

RENTECH, INC.

INDUCEMENT TOTAL SHAREHOLDER RETURN

PERFORMANCE SHARE AWARD

Pursuant to this Inducement Total Shareholder Return Performance Share Award, effective as of December 30, 2014 (including Appendix A hereto, the “Agreement”), Rentech, Inc., a Colorado corporation (the “Company”) hereby grants to Keith B. Forman (the “Participant”) the following award of TSR Performance Share Units (“PSUs”). The PSUs granted pursuant to this Agreement shall be eligible to be earned and vest based upon the Participant’s continued Service through the applicable Measurement Dates on which sufficient TSR Value is attained (each such term as defined below), as described herein. Each PSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in Section 5 below. The PSUs granted hereby are being granted as an inducement material (within the meaning of NASDAQ Listing Rule 5635(c)(4)) to the Participant’s entering into employment with the Company pursuant to that certain Employment Agreement, dated as of December 30, 2014, by and between the Company and the Participant (the “Employment Agreement”). The Participant acknowledges and agrees that the PSUs granted pursuant to this Agreement constitute full and final satisfaction of the Company’s obligation to grant a performance share unit award in accordance with Section 3(b)(ii) of the Employment Agreement. All capitalized terms used but not otherwise defined in this Agreement shall have the meanings provided in Section 26 below. Subject to the terms and conditions of this Agreement, the principal features of this Award are as follows:

Number of PSUs. The Participant shall be eligible to earn and vest in a target number of PSUs equal to 1,008,265 PSUs (the “Target PSUs”) pursuant to this Agreement, provided, that the maximum number of PSUs that the Participant may earn and vest in pursuant to this Agreement shall equal two hundred percent (200%) of the Target PSUs (the “Maximum Percentage”) or 2,016,530 PSUs (the “Maximum PSUs”) and the threshold number of PSUs that the Participant may earn and vest in pursuant to this Agreement shall equal fifty percent (50%) of the Target PSUs (the “Threshold Percentage”), in each case, based on continued Service through specified Measurement Dates on which sufficient TSR Value is attained.

Grant Date. December 30, 2014 (the “Grant Date”)

Vesting of PSUs. The PSUs shall be eligible to vest over a period commencing on the Grant Date and ending on the Year 4 Measurement Date (as defined below) based on continued Service and increase in TSR Value in accordance with the terms and conditions set forth in Section 4 of Appendix A hereto.

Termination of PSUs/Dividend Equivalents. To the extent that any PSUs that the Participant is eligible to earn hereunder have not become earned and vested as of the first to occur of the Year 4 Measurement Date or the termination of all Service relationships in which the Participant is employed or engaged (after taking into consideration any vesting that may occur on the date of such termination, if any), such PSUs shall be forfeited and terminated on the earlier such date (in any case, the “Termination Date”). Upon the occurrence of a Termination Date, both the tandem Dividend Equivalents associated with such terminating PSUs and all unpaid dividends with respect to such terminated PSUs shall thereupon automatically be forfeited by the Participant as of the Termination Date without payment therefor.

The Participant’s signature below indicates the Participant’s agreement with and understanding that this Award is subject to all of the terms and conditions contained in this Agreement (including Appendix A). THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE PARTICIPANT HAS READ AND UNDERSTANDS THIS AGREEMENT, INCLUDING APPENDIX A HERETO, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS GRANT OF PSUS AND THE TANDEM DIVIDEND EQUIVALENTS.


RENTECH, INC.				PARTICIPANT

/s/ Colin Morris				/s/ Keith B. Forman
By: Colin Morris				Keith B. Forman
Title: Senior Vice President and General Counsel

APPENDIX A

TERMS AND CONDITIONS OF INDUCEMENT TOTAL SHAREHOLDER RETURN

PERFORMANCE SHARE AWARD AND DIVIDEND EQUIVALENTS

1. Grant. The Company hereby grants to the Participant, as of the Grant Date, an award of PSUs in the amount set forth in the Grant Notice to which this Appendix A is attached, together with an equivalent number of tandem Dividend Equivalents, subject to the terms and conditions contained in this Agreement. Each PSU that is earned and becomes vested in accordance with this Agreement shall represent the right to receive one share of Common Stock.

2. PSUs. Each PSU that is earned and becomes vested on an applicable Measurement Date shall represent the right to receive payment, in accordance with Section 7 below, of one (1) share of Stock. Unless and until a PSU is earned and vests, the Participant will have no right to payment in respect of any such PSU. Prior to actual payment in respect of any earned and vested PSU, such PSU will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Employment Inducement Grant; Non-Plan Grant.

a. This award of PSUs is intended to constitute an “employment inducement grant” under NASDAQ Listing Rule 5635(c)(4), and consequently is intended to be exempt from the NASDAQ rules regarding stockholder approval of “stock option plans” and other “equity compensation arrangements.” This Agreement and the terms and conditions of the PSUs granted hereby shall be interpreted in accordance and consistent with such exemption. The Participant acknowledges and agrees that the Participant has not been previously employed by the Company or any Subsidiary, or if previously employed, has had a bona fide period of non-employment, and that the grant of the PSUs is an inducement material to the Participant’s agreement to enter into employment with the Company or a Subsidiary.

b. The PSUs granted hereby are granted as a stand-alone award, separate and apart from, and outside of, the Second Amended and Restated Rentech, Inc. 2009 Incentive Award Plan and any other equity incentive plan maintained by the Company (collectively, “Plans”) and shall not constitute an award granted under or pursuant to any such Plan. For the avoidance of doubt, the PSUs and shares of Stock underlying the PSUs shall not be counted for purposes of calculating the aggregate number of shares of Stock available for issuance under any Plan.

4. Vesting; Rounding. The PSUs (and their corresponding Dividend Equivalents) shall be earned and vest in accordance with the provisions of this Section 4. The number of PSUs that are earned and vest on any Measurement Date shall be rounded down to the nearest whole PSU in all cases (and in no event shall the aggregate number of PSUs that are earned and vest in accordance with this Award exceed the Maximum PSUs).

a. Fixed Measurement Dates. Subject to and conditioned upon the Participant’s continued Service through the applicable Measurement Date, the PSUs will become earned and vested on such Measurement Date as follows:

i. If such Measurement Date is the Year 2 Measurement Date, one hundred percent (100%) of the Target PSUs will become earned and vested on such Measurement Date if the TSR Value equals or exceeds two hundred percent (200%) of the Baseline Value as of such Measurement Date (and as to zero PSUs if the TSR Value equals less than two hundred percent (200%) of the Baseline Value on such Measurement Date); and

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ii. If such Measurement Date is the Year 3 Measurement Date or the Year 4 Measurement Date, the Target PSUs will become earned and vested as set forth in the following table (such table, the “PSU Vesting Table”):


TSR Value at Measurement Date		Percent of Target PSUs Earned and Vested
TSR Value equals or exceeds 200% of Baseline Value:		200% of Target PSUs
TSR Value equals or exceeds 100% of Baseline Value:		100% of Target PSUs
TSR Value equals or exceeds 50% of Baseline Value:		50% of Target PSUs
TSR Value is less than 50% of Baseline Value:		Zero PSUs

b. Change in Control Measurement Date. If a Change in Control occurs while the Participant remains in Service and prior to the Year 4 Measurement Date, then, notwithstanding Section 4(a) above, the date of the Change in Control shall constitute the final Measurement Date for purposes of measuring TSR Value and the following provisions shall apply:

i. If such Change in Control precedes the Year 3 Measurement Date, then a number of PSUs determined in accordance with and to the extent provided under the PSU Vesting Table based on the per share Change in Control transaction proceeds (as determined by the Committee in its sole discretion), rather than the Fair Market Value, shall be earned and shall vest and become payable on the Year 3 Measurement Date, subject to and conditioned upon the Participant’s continued Service through such date, provided, that if, within two (2) years after the Change in Control (and prior to the Year 3 Measurement Date), the Participant experiences a Separation from Service due to a termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason (each such undefined, capitalized term as defined in the Employment Agreement) and the Participant ceases upon such Separation from Service to provide any Services, then, subject to the Participant’s timely execution and non-revocation of a Release (as defined in the Employment Agreement) in accordance with the terms and conditions of the Employment Agreement, the Target PSUs shall be earned

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and shall vest and become payable upon such Separation from Service in accordance with and to the extent provided under the PSU Vesting Table based on the per share Change in Control transaction proceeds (as determined by the Committee in its sole discretion) rather than the Fair Market Value.

ii. If such Change in Control occurs on or after the Year 3 Measurement Date, then a number of PSUs determined in accordance with and to the extent provided under the PSU Vesting Table based on the per share Change in Control transaction proceeds (as determined by the Committee in its sole discretion) rather than the Fair Market Value shall be earned and shall vest and become payable on the date of such Change in Control.

c. Interpolation. To the extent that the Company’s TSR performance as of any Measurement Date (other than the Year 2 Measurement Date) falls between fifty percent (50%) and two hundred percent (200%), the number of PSUs earned as of such Measurement Date shall equal the actual TSR increase percentage (i.e., straight-line interpolation between fifty percent (50%) and two hundred percent (200%)), rounded down to the nearest whole PSU.

d. Multiple Measurement Dates; Maximum Payout. The number of PSUs that are earned and vested pursuant to this Agreement on any Measurement Date shall be reduced by the number of PSUs earned and vested on all prior Measurement Dates, such that there is no duplication of benefits based on the same increase in TSR Value over the period commencing on the Grant Date. In no event shall more than two hundred percent (200%) of the Target PSUs vest and be earned, in the aggregate, under this Agreement.

5. Dividend Equivalents. Each PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent that shall remain outstanding from the Grant Date through the earlier to occur of (a) the Termination Date applicable to the PSU to which such Dividend Equivalent corresponds, or (b) the delivery to the Participant of the shares of Stock (or other payment) underlying the PSU to which such Dividend Equivalent corresponds. Each Dividend Equivalent (i) shall become payable if and when the PSU to which such Dividend Equivalent relates becomes earned and vested, and (ii) shall be paid in cash, unless otherwise determined by the Committee to be paid in Stock or other property, at the time of settlement of the underlying PSU in an amount equal to the total dividends per share of Stock with applicable Dividend Dates occurring over the period during which such Dividend Equivalent was outstanding. If the PSU linked to a Dividend Equivalent fails to become earned and vested and is forfeited for any reason, then (x) the linked Dividend Equivalent shall be forfeited on the applicable Termination Date on which such PSU is forfeited, (y) any amounts otherwise payable in respect of such Dividend Equivalent shall be forfeited without payment, and (z) the Company shall have no further obligations in respect of such Dividend Equivalent. The Participant shall not be entitled to any payment under a Dividend Equivalent with respect to any dividend with an applicable Dividend Date that occurs prior to the Grant Date or after the termination of such PSU for any reason, whether due to payment, forfeiture of the PSU or otherwise. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Code Section 409A.

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6. Termination of PSUs. PSUs (and their corresponding Dividend Equivalents) that have not been earned and vested by the applicable Termination Date shall terminate in accordance with the “Termination of PSUs/Dividend Equivalents” provisions contained in the Grant Notice to which this Appendix A is attached.

7. Payment. Payments in respect of any PSUs that are earned and vest in accordance herewith shall be made to the Participant (or in the event of the Participant’s death, to his or her estate) in whole shares of Stock, unless otherwise determined by the Committee. Payments in respect of corresponding Dividend Equivalents shall be paid in the form in which the applicable dividends were paid, unless otherwise determined by the Committee. The Company shall make such payments, subject to Section 20(b) below, as soon as practicable after the applicable Vesting Date, but in any event within thirty (30) days after such Vesting Date, with the exact date determined in the sole discretion of the Committee.

8. Tax Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event arising in connection with the PSUs and/or the Dividend Equivalents. The Committee may, in its sole discretion and in satisfaction of the foregoing requirement, allow the Participant to elect to have the Company withhold shares of Stock otherwise issuable under this Agreement (or allow the return of shares of Stock) having a Fair Market Value equal to the sums required to be withheld, provided, that the number of shares of Stock which may be so withheld with respect to a taxable event arising in connection with the PSUs and/or the Dividend Equivalents shall be limited to the number of shares of Stock which have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state and local income tax and payroll tax purposes that are applicable to such supplemental taxable income.

9. Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock deliverable hereunder unless and until such shares of Stock will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant or any person claiming under or through the Participant.

10. Non-Transferability. The rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated by the Participant in any way in favor of any party other than the Company or a Subsidiary (whether by operation of law or otherwise) and shall not be subjected to any lien, obligation or liability of the Participant to any party other than the Company or a Subsidiary, other than by the laws of descent and distribution. Upon any attempt by the Participant to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale by the Participant under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby shall immediately become null and void. Notwithstanding the foregoing, the Company may assign any of its rights under this Agreement to single or multiple assignees and this Agreement shall inure to the benefit of the successors and assigns of the Company.

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11. Distribution of Stock. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to this Agreement unless and until the Committee has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded. All Stock certificates delivered pursuant to this Agreement shall be subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Committee may require that the Participant make such reasonable covenants, agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require the Participant to comply with any timing or other restrictions with respect to the settlement of any PSUs and/or Dividend Equivalents, including a window-period limitation, as may be imposed in the discretion of the Committee. Notwithstanding any other provision of this Agreement, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company shall not deliver to the Participant any certificates evidencing shares of Stock issued upon settlement of any PSUs under this Agreement and instead such shares of Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

12. Changes in Capital Structure; Adjustments.

a. In the event of any stock dividend, stock split, reverse stock split, spin-off, combination or exchange of shares, merger, consolidation, reorganization, recapitalization or other distribution (other than normal cash dividends) of Company assets to stockholders, an Equity Restructuring, or any other change affecting the shares of Stock or the share price of the Stock, the Committee shall make equitable adjustments, if any, to PSUs granted hereby to reflect such change, taking into consideration accounting and tax consequences, with respect to (i) the number and kind of shares of Stock (or other securities or property) subject to the PSUs, and/or (ii) the terms and conditions of the PSUs (including, without limitation, any applicable performance targets or criteria with respect thereto and/or, if the Committee deems appropriate, the substitution of similar performance shares of, or other awards denominated in the shares of, another company). Notwithstanding the foregoing, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act unless the Committee determines that the PSUs are not to comply with such exemptive conditions.

b. The existence of this Agreement and the PSUs and tandem Dividend Equivalents granted hereunder shall not affect or restrict in any way the right or power of the

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Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Stock or the rights thereof or which are convertible into or exchangeable for Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

13. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to the Participant shall be addressed to the Participant at the address given beneath the Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 13, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

14. No Effect on Service Relationship. Nothing in this Agreement shall confer upon the Participant any right to serve or continue to serve as an employee, consultant, director or other service provider of the Company or any Subsidiary.

15. Severability. In the event that any provision in this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement, which shall remain in full force and effect.

16. Tax Consultation. The Participant understands that he may suffer adverse tax consequences in connection with the PSUs and/or the Dividend Equivalents granted pursuant to this Agreement. The Participant represents that the Participant has consulted with any tax consultants that he deems advisable in connection with the PSUs and the Dividend Equivalents and that the Participant is not relying on the Company for tax advice.

17. Amendment. Except as provided in Section 20 below, this Agreement may only be amended, modified or terminated by a writing executed by the Participant and by a duly authorized representative of the Company.

18. Relationship to other Benefits. Neither the PSUs, nor the Dividend Equivalents, nor payment in respect of the foregoing shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary.

19. Fractional Shares. No fractional shares of Stock shall be issued under this Agreement and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.

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20. Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of this Agreement, this Agreement and the PSUs and tandem Dividend Equivalents granted hereby shall, if the Participant is then subject to Section 16 of the Exchange Act, be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 under the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement and the PSUs and Dividend Equivalents granted hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

21. Code Section 409A.

a. General. To the extent that the Committee determines that any PSUs and/or Dividend Equivalents may not be exempt from or compliant with Code Section 409A, the Committee may amend this Agreement in a manner intended to comply with the requirements of Code Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (i) exempt the PSUs and/or Dividend Equivalents from Code Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the PSUs and/or Dividend Equivalents, or (ii) comply with the requirements of Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Code Section 409A. Notwithstanding anything herein to the contrary, the Participant expressly agrees and acknowledges that in the event that any taxes are imposed under Code Section 409A in respect of any compensation or benefits payable to the Participant, then (A) the payment of such taxes shall be solely the Participant’s responsibility, (B) neither the Company nor any of its past or present directors, officers, employees or agents shall have any liability for any such taxes and (C) the Participant shall indemnify and hold harmless, to the greatest extent permitted under law, each of the foregoing from and against any claims or liabilities that may arise in respect of any such taxes.

b. Potential Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no shares of Stock (or other amounts) shall be paid to the Participant during the 6-month period following the Participant’s “separation from service” (within the meaning of Code Section 409A, and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) to the extent that the Company determines that the Participant is a “specified employee” (within the meaning of Code Section 409A) at the time of such Separation from Service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first (1^st) business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Code Section 409A without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all shares of Stock (or other amounts) that would have otherwise been payable to the Participant during such six (6)-month period under this Agreement.

22. Clawback. The Participant acknowledges that the PSUs, Dividend Equivalents and shares of Stock issuable hereunder shall be subject to any applicable compensation clawback policy of the Company applicable generally to similarly situated employees of the Company, as may be in effect from time to time.

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23. Governing Law. The laws of the State of California shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

24. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

25. Conformity to Securities Laws. The Participant acknowledges that this Agreement is intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Agreement shall be administered, and the PSUs are granted and the shares of Stock subject thereto may be issued only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

26. Definitions. For purposes of this Agreement, the terms below shall be defined as follows:

a. “Baseline Price” means, Fair Market Value on the Grant Date.

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

c. “Change in Control” means:

i. A transaction or series of transactions (other than an offering of 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 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 fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

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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

iii. 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:

A. 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

B. 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 clause (B) 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

iv. The Company’s stockholders approve a liquidation or dissolution of the Company.

The Committee 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. Notwithstanding anything herein to the contrary, if a Change in Control constitutes a payment event with respect to any PSU which provides for a deferral of compensation that is subject to Code Section 409A, the transaction or event described in subsection (i), (ii), (iii) or (iv) must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5), in order to constitute a Change in Control for purposes of payment of such PSU.

d. “Code” means the Internal Revenue Code of 1986, as amended, together with the regulations and other official guidance promulgated thereunder.

e. “Committee” means the Compensation Committee of the Board.

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f. “Dividend Equivalents” means a right granted to the Participant pursuant to Section 5 above to receive the equivalent value (in cash or Stock) of dividends paid on Stock.

g. “Dividend Date” means, with respect to any dividend or other distribution made in respect of the Company’s Stock, the date preceding the ex-dividend date applicable to such dividend or other distribution.

h. “Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Stock (or other securities of the Company) or the share price of Stock (or other securities) and causes a change in the per share value of the Stock underlying the PSUs.

i. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

j. “Fair Market Value” means, as of any given date, the value of a share of Stock determined as follows:

i. If the Stock is listed on any established stock exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market) or national market system, its Fair Market Value shall be the closing sales price for a share of Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Stock on the date in question, the closing sales price for a share of Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

ii. If the Stock is not listed on an established stock exchange or national market system, but the Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Stock on such date, the high bid and low asked prices for a share of Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

iii. If the Stock is neither listed on an established stock exchange or a national market system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Committee in good faith.

k. “Measurement Date” means (i) each of the Year 2 Measurement Date, the Year 3 Measurement Date and the Year 4 Measurement Date, and (ii) the date of any Change in Control occurring on or prior to the Year 4 Measurement Date and while the Participant remains in Service.

l. “Service” means the Participant’s continued employment with the Company and/or service on the Board and/or on the board of directors (or similar body) of any Subsidiary.

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m. “Stock” means the common stock of the Company, par value $0.01 per share.

n. “Subsidiary” means any “subsidiary corporation” as defined in Section 424(f) of the Code or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

o. “TSR Value” means the sum of (i) (A) in the case of a non-Change in Control Measurement Date, the average Fair Market Value of a share of Stock for the thirty (30)-trading-day period through and including the date on which TSR is being measured, or (B) in the case of Change in Control Measurement Date, the per share Change in Control transaction proceeds (as determined by the Committee in its sole discretion), in either case, plus (ii) the aggregate dividends (including ordinary and special dividends) per share of Stock with a Dividend Date that occurs during the period beginning on the Grant Date and continuing through and including the date on which TSR is being measured. For the avoidance of doubt, if the Company engages in a spin-off of any Subsidiary (or any substantially similar transaction), then TSR Value shall also include (in addition to the Fair Market Value and dividends described above), for all purposes of the PSUs and any consideration received in respect thereof in connection with the spin-off or similar transaction, the fair market value of the equity of the spin-off company plus the aggregate dividends (including ordinary and special dividends) paid by the spin-off company, each determined in accordance with the methodology applicable to Company Fair Market Value and dividend determinations, as prescribed by this definition.

p. “Vesting Date” means, with respect to a PSU, the date on which the PSU is earned and becomes vested in accordance with Section 4 above.

q. “Year 2 Measurement Date” means December 9, 2016.

r. “Year 3 Measurement Date” means December 9, 2017.

s. “Year 4 Measurement Date” means December 9, 2018.

27. Entire Agreement. The Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.

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Exhibit 10.3

RENTECH INC.

INDUCEMENT STOCK OPTION GRANT NOTICE

AND STOCK OPTION AGREEMENT

Rentech, Inc., a Colorado corporation (the “Company”), hereby grants to the holder listed below (the “Participant”) an option to purchase the number of shares of the Company’s common stock, par value $.01 (“Stock”), set forth below (the “Option”) as an inducement material, within the meaning of NASDAQ Listing Rule 5635(c)(4), to the Participant’s entering into employment with the Company pursuant to that certain employment agreement, dated as of December 30, 2014, by and between the Company and the Participant (the “Employment Agreement”). The Participant acknowledges and agrees that the Option granted pursuant to this Agreement constitutes full and final satisfaction of the Company’s obligation to grant a stock option in accordance with Section 3(b)(ii) of the Employment Agreement. This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”), which is incorporated herein by reference. Unless otherwise defined herein, all capitalized terms used in this Grant Notice are defined in Article 1 of the Stock Option Agreement.


Participant:		Keith B. Forman

Grant Date:		December 30, 2014

Vesting Commencement Date:		December 9, 2014

Exercise Price per Share:		$1.24

Total Exercise Price:		$1,367,088.84

Total Number of Shares Subject to the Option:		1,102,491

Expiration Date:		December 30, 2019


Type of Option:		The Option shall be a Non-Qualified Stock Option.

Vesting Schedule:		Subject to and conditioned upon the Participant’s continued Service through the applicable vesting date, the Option shall vest and become exercisable as to 1/4^th of the shares of Stock subject thereto on the first anniversary of the Vesting Commencement Date and as to 1/48^th of the shares of Stock subject thereto on each monthly anniversary of the Effective Date thereafter (in each case, rounded down to the nearest whole share until the final vesting date), such that the Option shall be fully vested and exercisable as of the fourth (4^th) anniversary of the Effective Date, subject to the Participant’s continued Service, provided, that the Option shall be subject to accelerated vesting and exercisability as provided in Section 3.1(c) below.

By his signature, the Participant agrees to be bound by the terms and conditions of the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice and the Stock Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Option.


Rentech, Inc.		Participant

By:	/s/ Colin Morris	By:	/s/ Keith B. Forman

Print Name:	Colin Morris	Print Name:	Keith B. Forman

Title:	Senior Vice President and General Counsel

Address:	10877 Wilshire Blvd., 10^th Floor	Address:

	Los Angeles, CA 90024

EXHIBIT A

TO INDUCEMENT STOCK OPTION GRANT NOTICE

AND STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (collectively, this “Agreement”) is attached, Rentech, Inc., a Colorado corporation (the “Company”), has granted to the Participant an option to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE I.

DEFINED TERMS

1.1 Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise.

(a) “Administrator” means the Committee.

(b) “Board” means the Board of Directors of the Company.

ii. During any twelve (12)-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 clauses (i) or (iii) hereof) 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 (12)-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

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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

iv. The Company’s stockholders approve a liquidation or dissolution of the Company.

The Committee 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. Notwithstanding anything herein to the contrary, if a Change in Control constitutes a payment event with respect to the Option and the Option provides for a deferral of compensation that is subject to Code Section 409A, the transaction or event described in subsection (i), (ii), (iii) or (iv) must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5), in order to constitute a Change in Control for purposes of payment of the Option.

(d) “Code” means the Internal Revenue Code of 1986, as amended, together with the regulations and other official guidance promulgated thereunder.

(e) “Committee” means the Compensation Committee of the Board.

(f) “Disability” shall mean the Participant 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 twelve (12) months.

(g) “Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Stock (or other securities of the Company) or the share price of Stock (or other securities) and causes a change in the per share value of the Stock underlying outstanding awards.

(h) “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

(i) “Fair Market Value” means, as of any given date, the value of a share of Stock determined as follows:

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share of Stock on the date in question, the closing sales price for a share of Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

ii. If the Stock is not listed on an established stock exchange or national market system, but the Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Stock on such date, the high bid and low asked prices for a share of Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(j) “Non-Qualified Stock Option” means an Option that is not intended to meet the requirements of Section 422 of the Code.

(k) “Securities Act” shall mean the Securities Act of 1933, as amended.

(l) “Service” means the Participant’s continued employment with the Company and/or service on the Board and/or on the board of directors (or similar body) of any Subsidiary.

(m) “Subsidiary” means any “subsidiary corporation” as defined in Section 424(f) of the Code or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

(n) “Termination of Services” means the first date on which all Service relationships between the Participant on the one hand and the Company and its Subsidiaries on the other, are terminated.

ARTICLE II.

GRANT OF OPTION

2.1 Grant of Option. In consideration of the Participant’s agreement to commence and continue in employment with the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in this Agreement. The Option shall be a Non-Qualified Stock Option.

2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, provided, that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date.

2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the Participant at any time for any reason whatsoever, with or without Cause (as defined in the Employment Agreement), except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

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2.4 Employment Inducement Grant; Non-Plan Grant.

(a) This Option is intended to constitute an “employment inducement grant” under NASDAQ Listing Rule 5635(c)(4), and consequently is intended to be exempt from the NASDAQ rules regarding stockholder approval of “stock option plans” and other “equity compensation arrangements.” This Agreement and the terms and conditions of the Option granted hereby shall be interpreted in accordance and consistent with such exemption. The Participant acknowledges and agrees that the Participant has not been previously employed by the Company or any Subsidiary, or if previously employed, has had a bona fide period of non-employment, and that the grant of the Option is an inducement material to the Participant’s agreement to enter into employment with the Company or a Subsidiary.

(b) The Option granted is granted as a stand-alone award, separate and apart from, and outside of, the Second Amended and Restated Rentech, Inc. 2009 Incentive Award Plan and any other equity incentive plan maintained by the Company (collectively, “Plans”) and shall not constitute an award granted under or pursuant to any such Plan. For the avoidance of doubt, the Option and shares of Stock underlying the Option shall not be counted for purposes of calculating the aggregate number of shares of Stock available for issuance under any Plan.

ARTICLE III.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to any limitations contained in this Stock Option Agreement, the Option shall become vested and be exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company or any of its Subsidiaries and the Participant.

(c) Notwithstanding the Vesting Schedule set forth in the Grant Notice, if (i) a Change in Control occurs prior to the Participant’s Termination of Services and prior to the fourth (4^th) anniversary of the Vesting Commencement Date and (y) within two (2) years after the Change in Control, the Participant experiences a termination of employment by the Company without Cause or by the Participant for Good Reason (as defined in the Employment Agreement) and (ii) the Participant also experiences a Termination of Services at such time, then, subject to the Participant’s timely execution and non-revocation of a Release (as defined in the Employment Agreement) in accordance with the terms and conditions of the Employment Agreement, the Option shall vest and become exercisable in full upon such termination of employment (with any exercise thereof contingent upon the effectiveness of the Release).

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

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3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of five years from the Grant Date;

(b) The expiration of six months from the date of the Participant’s Termination of Services unless such Termination of Services occurs by reason of the Participant’s death or Disability or due to a termination of the Participant’s employment by the Company for Cause;

(c) The expiration of one year from the date of the Participant’s Termination of Services by reason of the Participant’s death or Disability; and

(d) The start of business on the date on which the Participant’s employment is terminated by the Company for Cause.

ARTICLE IV.

EXERCISE OF OPTION

4.1 Person Eligible to Exercise. Except as provided in Section 5.3(b) below, during the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof. After the death of the Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 above, be exercised by the Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under then-applicable laws of descent and distribution.

4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 above.

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Administrator) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 above:

(a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 below;

(c) Any other written representations as may be required in the Administrator’s sole discretion to evidence compliance with the Securities Act or any other applicable law rule, or regulation; and

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 above by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator.

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Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary and which may be subject to change from time to time.

4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) Cash;

(b) Check;

(c) With the consent of the Administrator, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale;

(d) With the consent of the Administrator, surrender of other shares of Stock which (A) in the case of shares of Stock acquired from the Company, have been owned by the Participant for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised;

(e) With the consent of the Administrator, surrendered shares of Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised; or

(f) With the consent of the Administrator, property of any kind which constitutes good and valuable consideration.

4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

(b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

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(d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 above; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6 Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event concerning the Participant arising as a result of the Option. The Committee may in its discretion and in satisfaction of the foregoing requirement allow the Participant to elect to have the Company withhold shares of Stock otherwise issuable under the Option (or allow the return of shares of Stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Option, the number of shares of Stock which may be withheld with respect to the issuance, vesting, exercise or payment of the Option (or which may be repurchased from the Participant of the Option within six months (or such other period as may be determined by the Committee) after such shares of Stock were acquired by the Participant from the Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.

4.7 Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock deliverable hereunder unless and until the Option shall have vested and been properly exercised and such shares of Stock shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant or any person claiming under or through the Participant. No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Section 5.1 below.

ARTICLE V.

OTHER PROVISIONS

5.1 Changes in Capital Structure; Adjustments.

(a) In the event of any stock dividend, stock split, reverse stock split, spin-off, combination or exchange of shares, merger, consolidation, reorganization, recapitalization or other distribution (other than normal cash dividends) of Company assets to stockholders, an Equity Restructuring, or any other change affecting the shares of Stock or the share price of the Stock, the Committee shall make equitable adjustments, if any, to the Option granted hereby to reflect such change, taking into consideration accounting and tax consequences, with respect to (i) the number and kind of shares of Stock (or other securities or property) subject to the Option, (ii) the terms and conditions of the Option (including, without limitation, any applicable performance targets or criteria with respect thereto and/or, if the Committee deems appropriate, the substitution of similar options of, or other awards denominated in the shares of, another company), and/or (iii) the exercise price per share of the Option. Notwithstanding the foregoing, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act unless the Committee determines that the Option is not to comply with such exemptive conditions.

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(b) The existence of this Agreement and the Option granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Stock or the rights thereof or which are convertible into or exchangeable for Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(c) No action shall be taken under this Section 5.1 which shall cause the Option to fail to comply with Code Section 409A to the extent applicable to such Option.

5.2 Administration. The Administrator shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of this Agreement as are consistent herewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement or the Option.

5.3 Option Not Transferable.

(a) The rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated by the Participant in any way in favor of any party other than the Company or a Subsidiary (whether by operation of law or otherwise) and shall not be subjected to any lien, obligation or liability of the Participant to any party other than the Company or a Subsidiary, other than by the laws of descent and distribution. Upon any attempt by the Participant to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale by the Participant under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby shall immediately become null and void. Notwithstanding the foregoing, the Company may assign any of its rights under this Agreement to single or multiple assignees and this Agreement shall inure to the benefit of the successors and assigns of the Company.

(b) During the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Administrator may require, a permitted transferee may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 above, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under then-applicable laws of descent and distribution.

5.4 Distribution of Stock. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to this Agreement unless and until the Committee has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded. All Stock certificates delivered pursuant to this Agreement shall be subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The

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Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Committee may require that the Participant make such reasonable covenants, agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require the Participant to comply with any timing or other restrictions with respect to the settlement of any portion of the Option, including a window-period limitation, as may be imposed in the discretion of the Committee. Notwithstanding any other provision of this Agreement, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company shall not deliver to the Participant any certificates evidencing shares of Stock issued upon settlement of any portion of the Option under this Agreement and instead such shares of Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

5.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to the Participant shall be addressed to the Participant at the address given beneath the Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the person entitled to exercise his Option pursuant to Section 4.1 above by written notice under this Section 5.5. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

5.6 Severability. In the event that any provision in this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement, which shall remain in full force and effect.

5.7 Tax Consultation. The Participant understands that he may suffer adverse tax consequences in connection with the Option granted pursuant to this Agreement and the vesting and/or exercise thereof. The Participant represents that the Participant has consulted with any tax consultants that he deems advisable in connection with the Option and that the Participant is not relying on the Company for tax advice.

5.8 Amendment. Except as provided in Section 5.12 below, this Agreement may only be amended, modified or terminated by a writing executed by the Participant and by a duly authorized representative of the Company.

5.9 Relationship to other Benefits. Neither the Option nor any payment in respect thereof shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary.

5.10 Fractional Shares. No fractional shares of Stock shall be issued under this Agreement and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.

5.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of this Agreement, this Agreement and the Option granted hereby shall, if the Participant is then subject to Section 16 of the Exchange Act, be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 under the

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Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement and the Option granted hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.12 Code Section 409A. To the extent that the Committee determines that the Option may not be exempt from or compliant with Code Section 409A, the Committee may amend this Agreement in a manner intended to comply with the requirements of Code Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (i) exempt the Option from Code Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Option, or (ii) comply with the requirements of Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Code Section 409A. Notwithstanding anything herein to the contrary, the Participant expressly agrees and acknowledges that in the event that any taxes are imposed under Code Section 409A in respect of any compensation or benefits payable to the Participant, then (A) the payment of such taxes shall be solely the Participant’s responsibility, (B) neither the Company nor any of its past or present directors, officers, employees or agents shall have any liability for any such taxes and (C) the Participant shall indemnify and hold harmless, to the greatest extent permitted under law, each of the foregoing from and against any claims or liabilities that may arise in respect of any such taxes.

5.13 Clawback. The Participant acknowledges that the Option and shares of Stock issuable hereunder shall be subject to any applicable compensation clawback policy of the Company applicable generally to similarly situated employees of the Company, as may be in effect from time to time.

5.14 Governing Law. The laws of the State of California shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.15 Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.16 Conformity to Securities Laws. The Participant acknowledges that this Agreement is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Agreement shall be administered, and the Option is granted and the shares of Stock subject thereto may be issued only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.17 Entire Agreement. The Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.

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RENTECH, INC.

Date: January 6, 2015

/s/ Colin Morris

Colin Morris

Senior Vice President and General Counsel