EX 10.18
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the Agreement) is entered into effective as of
January 1, 2001 between RENTECH, INC., a Colorado corporation (the
Company), and ____________________ (the Employee) in consideration of the
following circumstances.
A. The Employee is presently employed by the Company as
______________ and ______________________.
B. The Board of Directors of the Company recognizes that the
Employee has made a substantial contribution to the growth and success of
the Company. The Board believes that it is in the best interests of the
Company and its shareholders for the Company to continue its employment
of the Employee. The Board has determined that the Company should enter
into this Agreement to encourage and secure the Employee's continued
dedication to the Company as a member of its management and to retain the
experience, abilities and services of the Employee.
C. The Employee is willing to continue to be employed by the
Company on the terms and conditions of the following Agreement.
NOW, THEREFORE, in consideration of the background circumstances and
the following agreements, the parties hereto agree as follows:
1. Employment. The Company agrees to employ the Employee and the
Employee agrees to perform services for and continue in the employment of
the Company on the terms and conditions set forth in this Agreement.
2. Term. The term of employment will begin on the date of this
Agreement and end three years later on December 31, 2003; provided,
however, that beginning on December 31, 2001 and each December 31
thereafter, the term of employment shall automatically be extended each
such time, on the same terms and conditions, for one additional year
beyond the end of the then-current term, unless not later than January 15
of each year starting January 15, 2001 and continuing on each succeeding
year, either party has given written notice to the other party that it
elects not to extend the term. For example, unless either the Company or
the Employee elects in writing not to extend the term of employment by
January 15, 2001, the term of employment will be extended to December 31,
2004. However, if either the Company or the Employee elects in writing
not to extend the term of employment by January 15, 2001, the term of
employment will end on December 31, 2003.
3. Position and Duties. The Employee shall serve as the President and
Chief Executive Officer of the Company with such duties, powers and
responsibilities as the Board of Directors or Chief Employee Officer of
the Company may reasonably specify from time to time. The Employee shall
devote all his working time and efforts to his responsibilities under
this Agreement and to the business and affairs of the Company and its
subsidiaries and affiliates in accordance with the standards of the
industry, and shall not be employed by any other person or entity.
4. Place of Performance. In connection with the employment, the
Employee shall be based either at the principal executive offices of the
Company, at the location of one of its other offices or plant locations
in the Denver, Colorado metropolitan area, or at the offices of one of
the Company's subsidiaries in the Denver, Colorado metropolitan area.
5. Compensation and Related Matters.
5.1 Salary. During the period of the Employee's employment
hereunder, the Company shall pay the Employee a salary of not less than
$__________ per annum. The salary shall be paid in equal monthly
installments, in advance. This salary shall be increased annually
according to an appropriate cost of living index for the Denver, Colorado
metropolitan area, and shall not be reduced during the term of this
Agreement. Compensation of the Employee by salary payments shall not be
deemed exclusive and shall not prevent the Employee from participating in
any other compensation arrangement, deferred compensation plan, bonus or
bonus plan, stock options, stock appreciation rights, similar executive
compensation arrangements, or employee benefit plan of the Company. The
salary payments (including any increased salary payments) shall not in
any way limit or reduce any other obligation of the Company under this
Agreement or under other employee benefit plans. No other compensation,
benefit or payment to the Employee shall in any way limit or reduce the
obligation of the Company to pay the Employee's salary under this
Agreement.
5.2 Expenses. During the term of the Employee's employment, the
Employee shall be promptly reimbursed for all reasonable expenses
incurred by the Employee in performing services for the Company; provided
that such expenses are incurred and accounted for in accordance with the
policies and procedures established by the Company. The expenses
reimbursed shall include costs of travel and living expenses while away
from home on business or at the request of and in the service of the
Company.
5.3 Other Benefits. The Employee shall continue to be entitled to
participate in all of the Company's employee benefit plans and
arrangements in effect on the date of this Agreement, or in substituted
plans or arrangements providing the Employee with at least equivalent
benefits. The Company shall not make any changes in such plans and
arrangements that would adversely affect the Employee's rights or
benefits, unless such change occurs pursuant to a program applicable to
all officers of the Company and does not result in a proportionately
greater reduction in the rights or benefits of the Employee than those of
any other executive officers of the Company. The Employee shall also be
entitled to participate in or receive benefits under any employee benefit
plan or arrangement made available by the Company in the future to its
executive officers, on a basis consistent with the terms, conditions and
overall administration of such plans and arrangements. Any payments or
benefits payable to the Employee in respect to any calendar year or
fiscal year during which the Employee is employed by the Company for less
than the entire year shall, unless otherwise provided in the applicable
plan or arrangement, be prorated in accordance with the number of days in
the year during which he is so employed.
6. Termination.
The Employee's employment hereunder may be terminated with no breach
of this Agreement only under the following circumstances:
6.1 Death. The Employee's employment hereunder shall terminate
upon his death.
6.2 Disability. The Company may terminate the Employee's
employment if Employee shall sustain a Disability (as subsequently
defined in this Section) and be unable to perform his duties and
responsibilities during the term of this Agreement, as shall have been
certified by at least two duly licensed and qualified physicians, one
approved by the Board of Directors of the Company and one approved by
Employee (the Examining Physicians), and the Employee has been absent
from his duties under this Agreement on a full-time basis for a period of
six consecutive months. "Disability" means the complete and total
disability of Employee resulting from injury, sickness, disease, or
infirmity due to age, whereby Employee is unable to perform his usual
services for the Company.
6.3 Cause. This Agreement shall immediately be terminated and
neither party shall have any obligation thereafter if the Employee's
employment is terminated for "Cause." Termination for Cause means
termination resulting from: (i) theft or dishonesty in the conduct of
the Company's business, or intoxication while on duty resulting from use
of alcohol or illegal drugs; (ii) deliberate misconduct, including
violation of written Company policies or provisions of federal or state
law, which could be materially damaging to the Company without reasonable
good faith belief by the Employee that such conduct is in the best
interests of the Company; or (iii) Employee's final conviction of a
felony involving moral turpitude. If the Employee is advised that he is
being terminated for Cause and within fifteen days thereafter submits to
the Chief Executive Officer or Chief Operating Officer a written
objection to such a determination, the termination will be rescinded and
will not be effective unless the Board of Directors of the Company at or
before its next regularly scheduled meeting determines by majority vote
that the Employee was terminated for Cause.
6.4 Termination by the Employee. The Employee may terminate his
employment under this Agreement with no breach: (i) for Good Reason, as
subsequently defined; (ii) for purposes of retiring at age 65 or more,
by giving written notice to that effect; or (iii) if the Employee's
health becomes impaired to an extent that he is unable to diligently and
skillfully perform his employment duties or that makes his continued
performance of his duties hazardous to his physical or mental health or
his life, provided that the Employee has furnished the Company with a
written statement from a qualified doctor to such effect and provided,
further that, at the Company's request, the Employee submits to an
examination by a doctor selected by the Company and such doctor concurs
in the conclusion of the Employee's doctor. '
For purposes of this Agreement, "Good Reason" shall mean: (a) a
decrease in the total amount of the Employee's annual salary below its
level in effect for the previous twelve months, or a decrease, without
the Employee's written consent, in the bonus share, based on the
Company's profit-sharing plan, to which the Employee may be entitled, for
the previous twelve months, provided, however, nothing herein shall be
construed to guarantee a bonus award to the Employee; or (b) a
geographical relocation of the Employee without his written consent; (c)
a failure by the Company to comply with any material provision of this
Agreement which has not been cured within ten days after notice of such
noncompliance has been given by the Employee to the Company; or (d) any
purported termination of the Employee's employment which is not made
pursuant to a Notice of Termination complying with the requirements of
Section 6.5 (and for purposes of this Agreement no such purported
non-complying termination shall be effective).
6.5 Notice of Termination. Any termination of the Employee's
employment by the Company or by the Employee (other than termination
pursuant to Section 6.1 shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Employee's employment under the
provision so indicated.
6.6 Date of Termination. "Date of Termination" shall mean: (i) if
the Employee's employment is terminated by his death, the date of his
death, (ii) if the Employee's employment is terminated for Disability
pursuant to Section 6.2, thirty days after Notice of Termination is given
(provided that the Employee has not returned to the performance of his
duties on a full-time basis during such thirty-day period), (iii) if the
Employee's employment is terminated for Cause pursuant to Section 6.3,
the date specified in the Notice of Termination, and (iv) if the
Employee's employment is terminated for any other reason, the date on
which a Notice of Termination is given. If the party receiving a Notice
of Termination notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date on which the
dispute is finally determined. Such a dispute shall be finally
determined either by mutual written agreement of the parties, by a
binding and final arbitration award, or by a final judgment, order or
decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been perfected).
7. Compensation Upon Termination.
7.1 Death. If the Employee's employment is terminated by his
death, the Company shall continue to pay salary for a period of twelve
months after the Date of Termination, at the Employee's last annual
salary rate and subject to applicable tax withholding, to the Employee's
personal representative, for the benefit of his spouse, or if none, his
estate. This sum shall be paid in semimonthly installments at the rate
of salary in effect immediately before the death. The installments shall
start on the Company's regular payday following the death and continue on
each regular payday thereafter until a total of twelve bi-monthly
installments have been paid.
7.2 Disability. During any period that the Employee fails to
perform his employment duties as a result of a Disability (Disability
Period), the Employee shall continue to receive his full salary at the
rate then in effect until his employment is terminated pursuant to
Section 6.2, provided that payments made to the Employee during the first
180 days of the Disability Period shall be reduced by the sum of the
amounts, if any, payable to the Employee at or prior to the time of any
payment under disability benefit plans of the Company and which were not
previously applied to reduce any payment of salary. If the Employee
terminates his employment for disability under clause (iii) of Section
6.4, the Company shall pay the Employee his full salary through the Date
of Termination at the rate in effect at the time Notice of Termination is
given, and as severance pay, an amount equal to the Employee's annual
salary in effect as of the Date of Termination. This payment shall be
made in a lump sum on or before the 30th day following the Date of
Termination.
7.3 Cause. If the Employee's employment is terminated for Cause,
the Company shall pay the Employee his full salary through the date of
delivery to him of a Notice of Termination. Salary shall be paid at the
rate in effect at the time Notice of Termination is effective, and the
Company shall have no further obligations to the Employee under this
Agreement.
7.4 Company's Breach of Contract; Termination by Employee for Good
Reason. The Company's termination of employee's employment other than as
provided in this Agreement, including a purported termination pursuant to
Sections 6.2 or 6.3 that is disputed by the Employee and finally
determined not to have been in accordance with this Agreement, shall be a
wrongful termination by the Company in breach of this Agreement. In the
event of such a wrongful termination, or if the Employee shall terminate
his employment for Good Reason, then:
(a) the Company shall pay the Employee his full salary
through the Date of Termination at the rate in effect at
the time Notice of Termination is given;
(b) the Company shall pay the Employee, as severance pay
in lieu of further salary payments to the Employee for
periods subsequent to the Date of Termination, an amount
equal to three times the Employee's annual salary rate in
effect as of the Date of Termination, in a lump sum on or
before the 20th day following the Date of Termination; and
(c) the Company shall pay all other damages to which the
Employee may be entitled as a result of the breach,
including damages for all loss of benefits to the Employee
under the Company's profit sharing plan, employee benefit
plans and any supplemental retirement income plan that the
Employee would have received if the Company had not
breached this Agreement and had the Employee's employment
continued for the full term provided in Section 2 of this
Agreement, at the rate of compensation specified in this
Agreement, and all legal fees and expenses incurred by him
as a result of the termination.
8. Counsel Fees and Indemnification.
8.1 Attorney Fees and Costs. The Company shall pay, or reimburse
to Employee, all reasonable costs incurred by him, including attorneys?
fees and costs, in the following circumstances: (i) if the Company
terminates, or seeks to terminate this Agreement, alleging as
justification for such termination a material breach by Employee or for
Cause as described in Section 6.3, and Employee disputes such termination
or attempted termination, and Employee prevails, or (ii) if Employee
elects to terminate his services hereunder for Good Reason as specified
in Section 6.4 of this Agreement, and the Company disputes its obligation
to pay to Employee the sums of money provided in Section 7.4, and
Employee prevails.
8.2 Indemnification. The Company shall indemnify and hold Employee
harmless as required by the Company's bylaws against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys'
fees incurred by Employee, in connection with the defense of, or as a
result of any action or proceeding (or any appeal from any action or
proceeding) in which Employee is made or is threatened to be made a party
by reason of the fact that he is or was an officer of the Company.
Indemnification shall be provided regardless of whether such action or
proceeding is one brought by or in the right of the Company, to procure a
judgment in its favor (or other than by or in the right of the Company).
These obligations of the Company are independent of, and shall not be
limited or prejudiced by, the Company's other undertakings specified in
this Section 8.
8.3 Insurance. The Company will exert reasonable efforts, if the
Board of Directors deems it practical and advisable, to obtain and
maintain officers' and directors' liability insurance, in amounts and
coverages deemed advisable by the Board of Directors. The Company will
include Employee among those covered and insured up to the maximum limits
provided by any such insurance.
9. Non-Competition.
9.1 Covenant Not To Compete. The Company and the Employee
recognize that the services to be rendered to the Company by the Employee
under this Agreement are special, unique and of extraordinary character
in that the Employee has been involved in creating and developing its
business contracts and customers and in developing and marketing its
patented and proprietary gas-to-liquids process. Therefore, during the
term of this employment hereunder and for three years following the
termination for such employment for any reason whatsoever (the
"Non-Competition Period"), if the Employee receives all compensation to
which he is entitled under this Agreement, the Employee covenants and
agrees not to, without the express written consent of the Company,
directly or indirectly own, manage, operate, control, advise, lend money
to, endorse the obligations of, or participate in or be connected as an
officer, director, five percent or more stockholder of a publicly-held
Company, or as a stockholder, employee, partner, agent, consultant or
otherwise of a closely held company or of any enterprise or individual,
that is engaged in the business of developing, manufacturing or marketing
processes, technology, products or services that are similar to
processes, technology, products or services which have been, or are being
developed or are planned (as documented by memoranda, instruments,
writings or other compilations of information of the Company) to be
developed by the Company, and will not, in any manner, either directly or
indirectly, compete with the Company in its business. The Company may
withhold its consent to any such proposed competition in its sole and
absolute discretion.
9.2 Non-Solicitation. For a period of one year following
Employee's termination of employment under this Agreement, Employee will
not, without the express prior written approval of the Board (i)
directly or indirectly, in one or a series of transactions, recruit,
solicit or otherwise induce or influence any proprietor, partner,
stockholder, lender, director, officer, employee, sales agent, joint
venturer, investor, lessor, supplier, licensee, customer, agent,
representative or any other person which has a business relationship with
the Company or had a business relationship with the Company within the
twenty-four month period preceding the date of the Employee's termination
of employment, to discontinue, reduce, or modify such employment, agency
or business relationship with the Company, or (ii) employ or seek to
employ or cause any business organization in direct or indirect
competition with the Company to employ or seek to employ any person or
agent who is then (or was at any time within six months prior to the date
the Employee or the competitive business employs or seeks to employ such
person) employed or retained by the Company. Notwithstanding the
foregoing, nothing herein shall prevent the Employee from providing a
letter of recommendation to an employee with respect to a future
employment opportunity.
9.3 Outside Business Activity. The Employee, during the term of
his employment by the Company hereunder, shall not undertake or engage in
any other employment, occupation or business enterprise in which Employee
actively participates. Employee shall at all times keep the Company
informed of any outside business activity by him, and shall not engage in
any activity that may be in conflict with this Agreement or the Company?s
business or its best interests.
10. Confidentiality. The Employee acknowledges that, as a result of his
employment by the Company, he has learned Confidential Information, as
defined in Section 10.1, that is owned by the Company, and which is of a
special and unique value and nature relating to the business of the
Company. In the course of his further employment by the Company,
Employee will learn more Confidential Information and may add to the
Confidential Information. As a material inducement to the Company to
enter into this Agreement and to pay the Employee the compensation
described in this Agreement, the Employee agrees that he will not, except
in the normal and proper course of his duties hereunder, disclose or use
or enable anyone else to disclose or use, either during the
Non-Competition Period (as defined in Section 9.1) or at any time
thereafter, any such Confidential Information without the prior written
consent of the Company. The Company may withhold its consent in its sole
and absolute discretion.
10.1 Confidential Information. "Confidential Information" is
non-public information regarding the Company and its proprietary
processes for the conversion of carbon-bearing solids, liquids and gases
into valuable liquid hydrocarbons; contractual licensing terms and
arrangements; customers and potential customers; costs and performance
data relating to the Company's catalysts and processes; patent
applications; and trade secrets used in the Company's business that
provide an advantage over competitors who do not know or use them,
including computer software programs and source codes, engineering
designs and specifications for the internal aspects of the synthesis gas
reactor modules; secret formulae and composition of the Company's
catalysts; and catalyst injection methods.
10.2 Exception to Confidentiality. It is agreed, as an exception
to the foregoing obligations of confidentiality, that information
received by the Employee as a result of his employment shall not be
considered confidential, and he shall not be limited in disclosing the
same, if and to the extent that the information, as shown by competent
evidence: (i) is or becomes, through no fault of the party obligated to
maintain confidentiality, in the public domain; (ii) is lawfully
obtained by him from a source other than the Company or its agents;
(iii) was already known to him at the time of its receipt, as shown by
reasonable proof filed with the Company within a reasonable time after
its receipt; or (iv) required to be disclosed by law or order of any
court or governmental authority having jurisdiction. Disclosures that
are specific, including but not limited to operating conditions such as
pressures, temperatures, formulas, procedures and other like standards
and conditions, shall not be deemed to be within the foregoing exceptions
merely because they are embraced by general disclosures available to the
general public or in the Employee's possession. Additionally, any
combination of features shall not be deemed to be within the foregoing
exceptions merely because the individual features are available to the
general public or in the Employee's possession unless the combination
itself and its principle of operation are available to the general
public.
10.3 Published Disclosure. It is agreed that the disclosure of
certain information by the Company in a publication, such as in letters
patent or by otherwise placing it in the public domain, will not free the
Employee from his obligation to maintain in confidence any information
not specifically disclosed in or fairly ascertainable from the
publication or other disclosure, such as, for example, the fact that
information in the publication or any portion of it is or is not used by
either party. The Employee shall have the right to publish information
or articles pertaining to the Company's gas-to-liquids technology and its
liquid hydrocarbon products only if such information is not confidential,
and, with respect to Confidential Information, only upon prior written
approval by the Company, which it may withhold in its absolute
discretion.
10.4 Non-Use After Termination. The Employee shall not use the
Confidential Information after termination or expiration of this
Agreement unless and until such time as the information ceases being
Confidential Information pursuant to the provisions of Section 10.2.
10.5 Books and Records. The Employee agrees that all documents and
other tangible property of any nature pertaining to activities of the
Company or to any Confidential Information, in his possession now or at
any time during the period of his employment with the Company, including
without limitation, financial data, formulae, processes, operating
results of processes, notes, memoranda, notebooks, manuals, reports,
studies, data sheets, records, blueprints, designs, electronic or
mechanical data storage devices and records, and computer software
programs and their source codes, are and shall be the property of the
Company. The Employee will return to the Company all originals and
copies in his possession or control that contain such information,
whenever requested by the Company from time to time during the
Non-Competition Period and after termination of his employment.
11. Inventions and Discoveries. The Employee and the Company agree
that:
11.1 Disclosure By Employee. The Employee will promptly disclose
to the Company in writing, complete and accurate information pertaining
to each invention, discovery, improvement, device, design, apparatus,
process, technological advance, innovation, idea, concept, method or
product (the Inventions) whether patentable or not, and all writings,
drawings, software, semiconductor mask, works and other works of
authorship pertaining to these Inventions (Works of Authorship), whether
copyrightable or not, made, developed, perfected, devised or conceived
during his employment with the Company, or during the 12-month period
following his employment by the Company, which are within or in any way
related to the existing or contemplated scope (now or at any later time
during such period), of the business of the Company, whether or not
developed on the Employee's own time. The determination of whether or
not an Invention or Work of Authorship is within the contemplated scope
of the business of the Company will be based on the documentary evidence
of the Company, including all documents, memoranda, writings or other
compilations of information of the Company relating to the scope of the
business of the Company. An Invention or Work of Authorship shall be
deemed to have been made within such period of time if it is made or
conceived within such period and results from or was suggested by the
Employee's employment by the Company.
11.2 Assignment By Employee. The Employee will, upon request of the
Company, assign to the Company or to any other party designated by the
Company, all of his right, title and interest in and to any or all of
said Inventions or Works of Authorship, any copyrights obtained thereon,
and any patent applications filed thereon, together with all extensions,
re-issues, and renewals thereof in this and all foreign countries and
patents granted. He will promptly execute all proper papers for these
purposes as the Company may request, and for use in applying for,
obtaining, and maintaining all such patents or copyrights at the expense
of the Company. The Employee's obligations to execute the papers and
assignments specified in this Section shall continue beyond the period of
his employment and shall bind his heirs, assigns, executors and other
legal representatives.
12. Right To Injunctive Relief. The Employee acknowledges that a breach
by the Employee of any of the terms of Sections 9, 10 or 11 of this
Agreement will cause irreparable harm to the Company, and that the
Company shall therefore be entitled to any and all equitable relief,
including, but not limited to, injunctive relief, and to any other remedy
that may be available under any applicable law or agreement between the
parties, and to recover from the Employee all costs of litigation
including, but not limited to, reasonable attorneys' fees and court
costs. The parties hereto further agree that this Agreement shall be
enforced wherever the Company is doing business at the termination of the
Employee's employment hereunder and wherever the Company at such time
reasonably foresees, plans and expects to do business during the
Non-Competition Period.
13. Entire Agreement. The Company and the Employee acknowledge that
this Agreement contains the full and complete agreement between and among
the parties, that there are no oral or implied agreements or other
modifications not specifically set forth herein, and that this Agreement
supersedes prior agreements or understandings pertaining to this subject,
between the Company and the Employee, whether written or oral. The
parties further agree that no modifications of this Agreement may be made
except by means of a written agreement or memorandum signed by the
parties.
14. Governing Law. The parties acknowledge that the Company's principal
place of business is located in the state of Colorado, and that this
Agreement has been entered into in the state of Colorado and that they
wish legal certainty and predictability as to the terms of their
undertaking. Accordingly, the parties hereby agree that this agreement
shall be constructed in accordance with the laws of the state of
Colorado, without giving consideration to its choice of law provisions.
15. Captions. The captions or section headings used in this Agreement
are for ease of reference only and shall have no bearing whatsoever upon
the construction, interpretation and effect of this Agreement.
16. Severability. The Employee believes and acknowledges that the
provisions contained in this Agreement, including the covenants contained
in Sections 9, 10 and 11 of this Agreement, are fair and reasonable.
Nonetheless, in the event that any provision or any part of any provision
of this Agreement found by a court to be void or unenforceable for any
reason whatsoever, then such provision shall be stricken, severed from
this Agreement, and of no force and effect. Unless such stricken
provision goes to the essence of the consideration bargained for by a
party, the remaining provisions of this Agreement shall continue in full
force and effect, and to the extent required, shall be modified to
preserve their validity.
17. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the Company and its successors and assigns.
This Agreement shall be binding upon and shall inure to the benefit of
the Employee and his personal representatives, but shall not be
assignable by the Employee.
18. Notice. All notices, requests and other communications hereunder
shall be in writing and shall be delivered by courier or other means of
personal service (including by means of a nationally recognized courier
service or professional messenger service); or sent by facsimile (if a
facsimile number is provided by a party to be notified) or mailed first
class, postage prepaid, by certified mail, return receipt requested; in
all cases, addressed to each party at the following address. All
notices, requests, and other communications shall be deemed given on the
date of actual receipt or delivery as evidenced by written receipt,
acknowledgment or other evidence of actual receipt or delivery to the
address specified above. Notice sent by facsimile shall be deemed given
on the date printed by the sender's facsimile machine confirming receipt
of the facsimile by the other party's facsimile machine. Any party
hereto may from time to time, by notice in writing served as set forth
previously, designate a different address or a different or additional
person to which all such notices or communications thereafter are to be
given.
If to Company: Rentech, Inc.
1331 17th Street, Suite 720
Denver, CO 80202
Attention: Chief Operating Officer
If to Employee:
19. Continuing Effect. The covenants and undertakings of the Employee
specified in this Agreement shall survive expiration or other termination
of this Agreement to the extent expressed herein.
IN WITNESS WHEREOF, the Company has hereunder signed its name and
the Employee hereunder has signed his name, all as of the day and year
first above written.
RENTECH, INC. EMPLOYEE:
By:____________________________ __________________________
Ronald C. Butz, Vice
President - Legal and
Chief Operating Officer