Securities Registration: Employee Benefit Plan (s-8)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

RENTECH, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Colorado		84-0957421
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10877 Wilshire Boulevard, 10^th Floor

Los Angeles, California 90024

[phone]

(Address of principal executive offices)

Inducement Stock Option Grant Notice and Stock Option Agreement

Inducement Total Shareholder Return Performance Share Award

(Full title of the Plan)

Colin Morris

Senior Vice President and General Counsel

Rentech, Inc.

10877 Wilshire Boulevard, 10th Floor

Los Angeles, California 90024

(Name and address of agent for service)

[phone]

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered (1)		Amount to be Registered (2)		Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.01 per share, to be issued under the above-captioned grant		3,119,021		$1.26		$3,929,966.46		$456.66

(1)	Includes rights to acquire common stock under any shareholder rights plan in effect from time to time, if applicable under the terms of any such plan.

(2)	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional shares of common stock of the Registrant to be offered or issued as a result of stock splits, stock dividends or similar transactions.

(3)	Estimated solely for purposes of the registration fee for this offering in accordance with Rule 457(c) of the Securities Act on the basis of the average of the high and low prices of the registrant’s common stock on the NASDAQ Stock Market on December 26, 2014.

 

 

 

---

EXPLANATORY NOTE

This Registration Statement registers 3,119,021 shares of Common Stock that may be issued pursuant to a certain (i) Inducement Stock Option Grant Notice and Stock Option Agreement and (ii) Inducement Total Shareholder Return Performance Share Award (collectively, the “Inducement Agreements”) to be entered into between the Registrant and Keith B. Forman as a material inducement for his employment with the Registrant. The Inducement Agreements were approved by the Registrant’s independent Compensation Committee and Board of Directors in reliance on the employment inducement exception to shareholder approval provided under NASDAQ Listing Rule 5635(c)(4).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

The following documents, which were filed by the Registrant with the SEC, are incorporated herein by reference:

 

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (as amended by Amendment No. 1 on Form 10-K/A thereto filed on December 29, 2014);

 

•

Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 (as amended by Amendment No. 1 on Form 10-Q/A thereto filed on December 29, 2014), June 30, 2014 and September 30, 2014;

 

•

Current Reports on Form 8-K filed on January 6, 2014, March 6, 2014, April 11, 2014, July 2, 2014, August 1, 2014, August 18, 2014, November 28, 2014 and December 15, 2014; and

 

•

the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on August 12, 2013 (as amended by Amendment No. 1 on Form 8-A/A thereto filed on August 1, 2014) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such documents. The Registrant is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

---

Item 6.

Indemnification of Directors and Officers

Section 7-108-402 of the Colorado Business Corporation Act provides, generally, that the articles of incorporation of a Colorado corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. The articles of incorporation may not eliminate or limit the liability of a director for any act or omission occurring prior to the date on which the provision becomes effective. The Registrant’s articles of incorporation contain a provision eliminating liability as permitted by the statute. The Registrant’s articles of incorporation further provide that its directors and officers will not be held personally liable for any injury to persons or property caused by a tort committed by any of it employees unless either (i) the director or officer was personally involved in the situation leading to the litigation or (ii) the director or officer committed a criminal offense in connection with the litigation.

Section 7-109-103 of the Colorado Business Corporation Act provides that a Colorado corporation must indemnify a person (i) who is or was a director of the corporation or an individual who, while serving as a director of the corporation, is or was serving at the corporation’s request as a director, officer, agent, associate, employee, fiduciary, manager, member, partner, promoter, trustee of, or similar position with, another corporation or other entity or of any employee benefit plan (a “Director”) or officer of the corporation and (ii) who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a “Proceeding”), in which the Director was a party, against reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation’s articles of incorporation. The Registrant’s articles of incorporation do not contain any such limitation.

Section 7-109-102 of the Colorado Business Corporation Act provides, generally, that a Colorado corporation may indemnify a person made a party to a Proceeding because the person is or was a Director, against any obligation incurred with respect to a Proceeding, to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the Director conducted himself or herself in good faith and the Director reasonably believed, in the case of conduct in an official capacity with the corporation, that the Director’s conduct was in the corporation’s best interests and, in all other cases, the Director’s conduct was at least not opposed to the corporation’s best interests and, with respect to any criminal proceedings, the Director had no reasonable cause to believe that his or her conduct was unlawful. The Registrant’s articles of incorporation mandate such indemnification except with respect to actions by or in the right of the Registrant in which a Director is adjudged liable to the Registrant. A corporation may not indemnify a Director in connection with any Proceeding charging the Director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the Director was judged liable on the basis that he derived an improper personal benefit.

Section 7-109-105 of the Colorado Business Corporation Act authorizes a court of competent jurisdiction to order indemnification if it determines that the Director is (i) entitled to mandatory indemnification under Section 7-109-103 (in which case the court also shall order the Colorado corporation to pay the Director’s reasonable expenses incurred to obtain court-ordered indemnification) or (ii) fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not the Director met the standard of conduct under Section 7-109-102 or was adjudged liable in an

 

3

---

action by or in the right of the Registrant or on the basis that he derived an improper personal benefit (except that the indemnification in these circumstances is limited to the reasonable expenses incurred in connection with the Proceeding and reasonable expenses incurred to obtain court-ordered indemnification).

Under Section 7-109-107 of the Colorado Business Corporation Act, unless otherwise provided in its articles of incorporation, a Colorado corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as a Director and may indemnify such a person who is not a Director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract. The Registrant’s articles of incorporation provide for indemnification of its officers, employees, fiduciaries and agents to the same extent as its directors.

Section 7-109-104 of the Colorado Business Corporation Act authorizes a Colorado corporation to pay expenses incurred in defending a Proceeding in advance of the final disposition of the Proceeding if the Director, officer, employee, fiduciary or agent undertakes in writing to repay the amount if it is a ultimately determined that such person did not meet the statutory standards of conduct and a determination is made that the facts then known to those making the determination would not preclude indemnification under the Colorado Business Corporation Act.

Section 7-109-106 of the Colorado Business Corporation Act provides that the determination that a Director or other person is entitled to indemnification or advancement of expenses under the Act is to be made by (i) the board of directors by a majority vote of those present at a meeting at which a quorum is present (and only those directors not parties to the Proceeding shall be counted in satisfying the quorum), (ii) if a quorum cannot be obtained, by a majority vote of a committee of the board, which shall consist of two or more directors not parties to the Proceeding (except that directors who are parties to the Proceeding may participate in the designation of the directors for the committee) or (iii) by the corporation’s shareholders. With respect to clauses (i) and (ii), if a quorum of the board cannot be obtained and a committee cannot be established (or even if quorum is obtained or a committee is designated), if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made under the Act must be made by independent legal counsel selected by a vote of the board or committee constituted in the manner contemplated in the preceding sentence or if a quorum cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors. Authorization of indemnification and advancement of expenses must be made in the same manner as the determination that indemnification or advancement of expenses is permissible; except that, if the determination that indemnification or advancement of expenses is permissible is made by independent legal counsel, authorization of indemnification and advancement of expenses is to be made by the body that selected such counsel.

The Registrant has obtained policies of directors’ and officers’ liability insurance. This policy insures the Registrant’s directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

 

Item 8.

Exhibits

The exhibits listed under the heading “Exhibit Index” below are incorporated into this Item 8 by reference.

 

4

---

Item 9.

Undertakings

 

1.	The undersigned Registrant hereby undertakes:

 

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

 

(b)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(c)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

2.

The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

5

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Los Angeles, State of California, on this 30th day of December, 2014.

 

RENTECH, INC.
By:		/s/ Colin Morris
		Colin Morris,
		Senior Vice President and General Counsel

 

6

---

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Keith Forman and Colin M. Morris, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Keith B. Forman		Director, President and Chief Executive Officer (Principal Executive Officer)		December 30, 2014
Keith B. Forman
/s/ Dan J. Cohrs		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		December 30, 2014
Dan J. Cohrs
/s/ Jeffrey R. Spain		Senior Vice President, Finance and Accounting (Principal Accounting Officer)		December 30, 2014
Jeffrey R. Spain
/s/ Halbert S. Washburn		Chairman of the Board		December 30, 2014
Halbert S. Washburn
/s/ Michael S. Burke		Director		December 30, 2014
Michael S. Burke
/s/ Wesley K. Clark		Director		December 30, 2014
Wesley K. Clark
/s/ Patrick J. Moore		Director		December 30, 2014
Patrick J. Moore
/s/ Douglas I. Ostrover		Director		December 30, 2014
Douglas I. Ostrover
/s/ Ronald M. Sega		Director		December 30, 2014
Ronald M. Sega
/s/ Edward M. Stern		Director		December 30, 2014
Edward M. Stern
/s/ John A. Williams		Director		December 30, 2014
John A. Williams

 

7

---

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Amended and Restated Articles of Incorporation, dated April 29, 2005 (incorporated by reference to Exhibit 3(i) to Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2005, filed May 9, 2005).
4.2		Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2008, filed May 9, 2008).
4.3		Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed May 22, 2009).
4.4		Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed May 14, 2010).
4.5		Articles of Amendment to the Articles of Incorporation of Rentech, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 5, 2011).
4.6		Articles of Amendment to the Articles of Incorporation of Rentech, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed April 11, 2014).
4.7		Bylaws dated November 30, 2004 (incorporated by reference to Exhibit 3(ii) to Annual Report on Form 10-K for the year ended September 30, 2004, filed December 9, 2004).
4.8		Specimen Stock Certificate (incorporated by reference to Exhibit 4.11 to Registration Statement on Form S-3 filed March 20, 2006).
4.9		Tax Benefit Preservation Plan, dated as of August 5, 2011, Rentech, Inc. and Computershare Trust Company, N.A., which includes the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Rentech on August 5, 2011).
4.10		Amendment to Tax Benefit Preservation Plan, dated as of August 1, 2014, between Rentech, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed August 1, 2014).
4.11*		Form of Rentech, Inc. Inducement Stock Option Grant Notice and Stock Option Agreement
4.12*		Form of Rentech, Inc. Inducement Total Shareholder Return Performance Share Award
5.1*		Opinion of Holland & Hart LLP, Colorado Counsel of the Registrant.
23.1*		Consent of PricewaterhouseCoopers LLP.
23.2*		Consent of Holland & Hart LLP (included in Exhibit 5.1 hereto).
24.1*		Power of Attorney (included in the signature page hereto).

 

*	Filed herewith

 

8

Exhibit 4.11

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 [    ], 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     , 2014
Vesting Commencement Date:		December 9, 2014
Exercise Price per Share:		$
Total Exercise Price:		$
Total Number of Shares Subject to the Option:
Expiration Date:		December     , 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 1/4th of the shares of Stock subject thereto on the first anniversary of the Vesting Commencement Date and as to 1/48th 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 (4th) 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:						By:
Print Name:						Print Name:		Keith B. Forman
Title:
Address:		10877 Wilshire Blvd., 10th 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.

(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

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

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

 

A-1

---

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 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:

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

 

A-2

---

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.

(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.

 

A-3

---

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.

 

A-4

---

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.

 

A-5

---

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;

 

A-6

---

(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.

 

A-7

---

(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

 

A-8

---

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

 

A-9

---

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.

 

A-10

Exhibit 4.12

RENTECH, INC.

INDUCEMENT TOTAL SHAREHOLDER RETURN

PERFORMANCE SHARE AWARD

Pursuant to this Inducement Total Shareholder Return Performance Share Award, effective as of December [    ], 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 [    ], 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 [            ] 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 [            ] 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 [    ], 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.

 

1

---

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
By:				Keith B. Forman

 

2

---

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

 

A-1

---

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

 

A-2

---

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.

 

A-3

---

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.

 

A-4

---

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

 

A-5

---

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.

 

A-6

---

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.

 

A-7

---

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

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

 

A-8

---

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.

 

A-9

---

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.

 

A-10

---

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.

 

A-11

Exhibit 5.1

 

 

December 30, 2014

Board of Directors

Rentech, Inc.

 

Re:	Rentech, Inc.

Registration Statement on Form S-8

Gentlemen:

We have acted as special Colorado counsel for Rentech, Inc., a Colorado corporation (“Rentech”). We are furnishing this opinion in connection with the Registration Statement on Form S-8 filed by Rentech on December 30, 2014 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). This opinion is being furnished to you at your request in order to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and no opinion is expressed or may be implied herein as to any matter pertaining to the contents of the Registration Statement other than as to the valid issuance of the Shares (as defined below) under the Colorado Business Corporations Act.

Pursuant to the Registration Statement, Rentech is registering 3,119,021 shares of Rentech common stock, par value $0.01 per share (the “Shares”), for issuance pursuant to the Rentech, Inc. Inducement Stock Option Grant Notice and Stock Option Agreement and the Rentech, Inc. Total Shareholder Return Inducement Performance Share Award (collectively, the “Plans”).

In connection with this opinion, we have examined a copy of the Registration Statement; Rentech’s Amended and Restated Articles of Incorporation, as amended through the date hereof; Rentech’s Bylaws, as amended through the date hereof; the Plans; resolutions of Rentech’s Board of Directors relating to the Shares to be issued under the Plans and approval of the Registration Statement; and such matters of fact and questions of law as we have considered appropriate for purposes of this opinion. We have relied upon the foregoing and upon certificates and other assurances of officers of Rentech and others as to factual matters without having independently verified such factual matters. We have reviewed Rentech’s Tax Benefit Preservation Plan dated as of August 5, 2011, as amended on August 1, 2014 (the “Rights Agreement”), between Rentech and Computershare Trust Company, N.A., as Rights Agent, that provides for stock purchase rights to be issued with common stock of Rentech (the “Rights”). We have relied upon the foregoing and upon certificates and other assurances of officers of Rentech and others as to factual matters without having independently verified such factual matters.

In rendering this opinion, we have assumed: (i) information contained in documents reviewed by us is true, complete and correct; (ii) the genuineness and authenticity of all signatures on original documents; (iii) the accuracy and completeness of all documents delivered to us and the authenticity of all documents submitted to us as originals; (iv) the conformity to originals of all documents submitted to us as copies; (v) the accuracy, completeness and authenticity of certificates of public officials; (vi) the legal capacity of all natural persons; (vii) the due authorization, execution and delivery of all documents by parties other than Rentech; and (viii) that the Registration Statement and the organizational documents of Rentech, each as amended to the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of the opinions rendered herein.

Holland & Hart LLP Attorneys at Law

Phone [phone] Fax [phone] www.hollandhart.com

6380 S. Fiddlers Green Circle Suite 500 Greenwood Village, CO 80111

Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C.

---

						Board of Directors
						Rentech, Inc.
						December 30, 2014
						Page 2

 

We are opining as to the Colorado Business Corporations Act and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state.

Based upon, subject to and limited by the foregoing, we are of the opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action on the part of Rentech and, following the issuance and delivery of the Shares in the manner contemplated by the Plans, the Shares will be validly issued, fully paid and nonassessable and, as of the date hereof, the Shares will be accompanied by the associated Rights.

In connection with our opinions set forth above, (i) we note that certain provisions of rights agreements, such as the Rights Agreement, may be held to be invalid and that it is not settled whether the invalidity of any particular provision of a rights agreement would result in invalidating in their entirety the rights issued thereunder, including the Rights; and (ii) such opinions do not address the determinations a court of competent jurisdiction may make regarding whether the Board of Directors of Rentech would be required to redeem or terminate, or take other action with respect to, the Rights at some future time.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus. The foregoing, however, shall not constitute an admission to our being “experts” within the meaning of the Securities Act.

 

Very truly yours,

/s/ Holland & Hart LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 17, 2014, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the discontinued operations described in Note 6, and except with respect to our opinion on internal control over financial reporting insofar as it relates to the effects of the matter described in the sixth paragraph of Management’s Report on Internal Control Over Financial Reporting, as to which the date is December 29, 2014, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Amendment No. 1 to Rentech Inc.’s Annual Report on Form 10-K/A for the year ended December 31, 2013.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Los Angeles, California

December 30, 2014