AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.43

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

Between
Rentech, Inc.
and
D. Hunt Ramsbottom, Jr.

THIS AGREEMENT was originally entered into effective as of January 20, 2006 (the “ Prior Agreement ”) between Rentech, Inc. (the “ Company ”) and D. Hunt Ramsbottom, Jr. (“ Executive ”) and is hereby amended and restated in its entirety as of December 31, 2008 (the “ Amendment Date ”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.  Employment . The Company has employed Executive and shall continue to employ Executive, and Executive hereby agrees to continue employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on December 15, 2005 (the “ Commencement Date ”) and ending as provided in Section 4 hereof (the “ Employment Period ”).

2.  Position and Duties .

(a) During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “ Company Group ”) as are consistent with Executive’s position and the by-laws of the Company and as the Board of Directors of the Company (together with its committees, the “ Board ”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of the Company or such subsidiaries of the Company as may from time to time be designated by the Board.

(b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board which shall not be unreasonably withheld. Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided , that Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company’s Fischer-Tropsch business except for (x) an investment of not more than 1.0% of the outstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

3.  Compensation and Benefits .

(a) Base Salary. The Company shall pay Executive an annual salary (the “ Base Salary ”) at the rate of $419,000 in regular installments in accordance with the Company’s ordinary payroll practices (in effect from time to time), but in any event no less frequently than monthly. Executive shall be eligible for an annual review of his Base Salary based on performance as determined by the Board in its sole discretion, with the first review following the Amendment Date to occur during December 2009.

(b) Bonuses and Incentive Compensation .

(i)  Annual Bonus . For each fiscal year ending during the Employment Period, Executive will be eligible to earn an annual bonus based on achievement of performance criteria established by the Board, in consultation with Executive, within ninety (90) days following the beginning of each such fiscal year (the “ Annual Bonus ”). The target amount (the “ Target Bonus ”) of Executive’s Annual Bonus shall equal 100% of Executive’s Base Salary (at the annual rate in effect at the start of the fiscal year), with a maximum Annual Bonus in an amount equal to 200% of Executive’s Base Salary (at the annual rate in effect at the start of the fiscal year). If the Board determines, in its sole discretion, that an Annual Bonus has become payable with respect to a fiscal year based on the attainment of applicable performance criteria, then the Company shall pay the Annual Bonus for each fiscal year at the level determined by the Board after the end of the Company’s fiscal year in accordance with procedures established by the Board, but in no event later than the fifteenth day of the third month following the end of such fiscal year. To be eligible for an Annual Bonus pursuant to this Section 3(b), Executive must be an employee of the Company on the last day of the relevant fiscal year.

(ii)  Ongoing Equity Awards . Executive shall be eligible to participate in any equity incentive award programs of the Company, which includes but is not limited to stock options, restricted stock, restricted stock units, stock appreciation rights, performance shares and any other long-term incentive programs, provided , however , that grants of any such awards shall be made in the sole discretion of the Board.

(c)  Expenses . During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement in accordance with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses for senior executives. Executive shall also receive an automobile allowance of $1,200 per month, paid monthly, and be reimbursed up to $10,000 per fiscal year in the aggregate for personal tax, financial planning and professional organization costs, including (and not in addition to) the Young President’s Organization, to be allocated in Executive’s discretion. All payments required by this Section 3(c) shall, to the extent that such payments constitute taxable compensation to Executive, be made in accordance with Section 19(c) below.

(d)  Other Benefits . Executive shall also be entitled to the following benefits during the Employment Period, unless otherwise modified by the Board:

(i) participation in the Company’s retirement plans, health and welfare plans, disability insurance plans and other benefit plans of the Company as in effect from time to time, under the terms of such plans and to the same extent and under the same conditions such participation and coverages are provided generally to other senior executives of the Company;

(ii) [ INTENTIONALLY OMITTED ]

(iii) coverage for services rendered to the Company, its subsidiaries and affiliates while Executive is a director or officer of the Company, or of any of its subsidiaries or affiliates, under director and officer liability insurance policy(ies) maintained by the Company from time to time; and

(iv) five weeks of vacation per year.

Nothing contained in this Section 3(d) shall, or shall be construed so as to, obligate the Company to adopt or maintain any plan, program or policy at any time.

4.  Termination . The Employment Period shall end on the third anniversary of the Amendment Date; provided , however , that the Employment Period shall be automatically renewed for successive one-year terms thereafter on the same terms and conditions set forth herein unless either party provides the other party with notice that it has elected not to renew the Employment Period at least 90 days prior to the end of the initial Employment Period or any subsequent extension thereof. Notwithstanding the foregoing, (i) the Employment Period shall terminate immediately upon Executive’s resignation (with or without Good Reason, as defined herein), death or Disability (as defined herein) and (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause (as defined herein) or without Cause. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive, but in no event more than 90 days from the date of such notice. The termination of the Employment Period shall not affect the respective rights and obligations of the parties which, pursuant to the terms of this Agreement, apply following the date of Executive’s termination of employment with the Company.

5.  Severance .

(a)  Termination Without Cause, Non-Renewal or for Good Reason . In the event that Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and Treasury Regulation Section 1.409A-1(h)) (“ Separation from Service ”) (1) by the Company without Cause (as defined herein), (2) by reason of the Company electing not to renew the Agreement pursuant to Section 4 above on terms and conditions substantially similar to those contained herein, if, at the time of such non-renewal, Executive is willing and able to continue providing services on terms and conditions substantially similar to those contained herein, or (3) by Executive for Good Reason (as defined herein), then, subject to Executive’s execution and non-revocation of a Release substantially in the form attached as Exhibit A within 30 days after such Separation from Service, Executive shall be entitled to the benefits set forth below in this Section 5(a). Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Section 409A (as defined below).

(i) The Company shall pay Executive an amount equal to three times Executive’s Base Salary (as in effect on the date of Executive’s termination). The severance amount described in the previous sentence shall be paid, subject to Section 19 below, in substantially equal installments over a period of two years from Executive’s Separation from Service in accordance with the payroll practices of the Company in effect from time to time, beginning on the first payroll date occurring on or after the thirtieth day following Executive’s Separation from Service (such payroll date, the “ First Payroll Date ”) (with amounts otherwise payable prior to the First Payroll Date paid on the First Payroll Date).

(ii) All stock options, restricted stock, restricted stock units and other similar equity awards shall be governed by the terms of any applicable equity plans and award agreement(s).

(iii) Executive shall be entitled to benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), under Section 4980B of the Code, or any replacement or successor provision of United States tax law, subject to Executive’s valid election to receive COBRA benefits, with the premium paid at the Company’s expense until the first to occur of (A) eighteen months from the date of termination, (B) the expiration of the period of time during which Executive is entitled to continuation coverage under the Company’s group health plan under COBRA, or (C) such date that Executive becomes eligible for coverage under the group health plan of another employer, provided, that if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).

In addition, if Executive’s employment terminates pursuant to this Section 5(a), the Company shall pay Executive the amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the date of termination (or such earlier date as may be mandated by applicable law) and shall pay or provide the other benefits described in Section 5(d) in accordance therewith.

(b)  Termination for Cause or Voluntary Resignation . In the event that Executive’s employment with the Company is terminated (i) by the Board for Cause or (ii) by Executive’s resignation from the Company for any reason other than Good Reason or Disability (as defined herein), subject to applicable law, the Company agrees to the following:

(i) All stock options, restricted stock, restricted stock units and other similar equity awards shall be governed by the terms of any applicable equity plans and award agreement(s).

(ii) The Company shall pay Executive the amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the date of termination (or such earlier date as may be mandated by applicable law) and shall pay or provide the other benefits described in Section 5(d) in accordance therewith.

For purposes of this Agreement, Executive’s voluntary resignation or retirement shall be considered Executive’s resignation from the Company without Good Reason.

(c)  Death or Disability . In the event that Executive’s employment with the Company is terminated as a result of Executive’s death or Disability, the Company agrees to the following:

(i) All stock options, restricted stock, restricted stock units and other similar equity awards shall be governed by the terms of any applicable equity plans and award agreement(s).

(ii) The Company shall pay Executive the amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the date of termination (or such earlier date as may be mandated by applicable law) and shall pay or provide the other benefits described in Section 5(d) in accordance therewith.

(d)  Payments Upon Termination of Employment . In the case of any termination of Executive’s employment with the Company, Executive or his estate or legal representative shall be entitled to receive, to the extent permitted by applicable law, from the Company (i) Executive’s Base Salary through the date of termination to the extent not previously paid, (ii) to the extent not previously paid, the amount of any Annual Bonus earned or accrued by Executive as of the date of termination for any fiscal year of the Company ended prior to the date of termination that is then unpaid, (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by Executive, in accordance with Company policy for senior executives, as of the date of termination to the extent not previously paid, and (iv) all vested benefits accrued by Executive under all benefit plans and qualified and nonqualified retirement, pension, 401(k) and similar plans and arrangements of the Company, in such manner and at such times as are provided under the terms of such plans and arrangements. Except as expressly provided in Section 5(e) below, if applicable, all stock options, restricted stock, restricted stock units and other similar equity awards shall be governed by the terms of any applicable equity plans and award agreement(s).

(e)  Termination Without Cause, Non-Renewal or for Good Reason In Connection With a Change in Control . In the event that Executive incurs a Separation from Service during the period beginning three months before and ending two-years immediately following a Change in Control (as defined herein) of the Company (1) by the Company without Cause, (2) as a result of the Company electing not to renew the Agreement in accordance with Section 4 above on terms and conditions substantially similar to those contained herein, if, at the time of such non-renewal, Executive is willing and able to continue providing services on terms and conditions substantially similar to those contained in this Agreement, or (3) by Executive for Good Reason, then, subject to Executive’s execution and non-revocation of a Release substantially in the form attached as Exhibit A within 30 days after such Separation from Service, Executive shall be entitled to the benefits set forth below in this Section 5(e) (in addition to the benefits set forth in Section 5(a)(iii) above).

(i) The Company shall pay Executive the payments set forth in Section 5(a)(i); provided , however , that in determining the amount of payment due under Section 5(a)(i), if Executive’s actual Annual Bonus for the year preceding the Change in Control exceeds Executive’s Target Bonus for the year in which such Separation from Service occurs, then an amount equal to two times Executive’s Base Salary (as in effect on the date of Executive’s Separation from Service) plus Executive’s actual Annual Bonus for the year preceding the Change in Control shall be paid to Executive in lieu of the amounts described in Section 5(a)(i) above; and provided , further , that, subject to Section 19 below, payments pursuant to this Section 5(e)(i) shall be made in a lump sum (A) if the Separation from Service occurs during the three-month period preceding the Change in Control, on the 95th day following such Separation from Service (to the extent not previously paid in accordance with Section 5(a)(i) above), and (B) if the Separation from Service occurs during the two-year period following the Change in Control, no later than 10 business days after Executive’s Separation from Service.

(ii) [Intentionally Omitted]

In addition, if Executive’s employment terminates pursuant to this Section 5(e), the Company shall pay Executive the amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the date of termination (or such earlier date as may be mandated by applicable law) and shall pay or provide the other benefits described in Section 5(d) in accordance therewith.

(f) Excess Parachute Payments .

(i) In the event any payment granted to Executive pursuant to the terms of this Agreement or otherwise (a “ Payment ”) is determined to be subject to any excise tax (“ Excise Tax ”) imposed by Section 4999 of the Code (or any successor to such Section), the Company shall pay to Executive, no later than the time any Excise Tax is payable with respect to such Payment (through withholding or otherwise), an additional amount (a “ Gross-Up Payment ”) which, after the imposition of all income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (A) the Excise Tax on such Payment plus (B) any penalty and interest assessments associated with such Excise Tax.

(ii) The determinations to be made with respect to this Section 5(f) shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to Executive and Executive may rely on such determination in making payments to the Internal Revenue Service.

(iii) Notwithstanding anything herein to the contrary, any Gross-Up Payment or any payment of any income or other taxes to be paid by the Company under this Section 5(f) shall be made by the Company no later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes. Any costs and expenses incurred by the Company on behalf of Executive under this Section 5(f) due to any tax contest, audit or litigation shall be paid by the Company as incurred and, in any event, no later than the end of Executive’s taxable year following Executive’s taxable year in which the taxes that are the subject of the tax contest, audit or litigation are remitted to the taxing authority, or where as a result of such tax contest, audit or litigation no taxes are remitted, the end of Executive’s taxable year following Executive’s taxable year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the contest or litigation.

(g)  No Other Payments . Except as provided in Sections 5(a), (b), (c), (d), (e) and (f) above, all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination or expiration of the Employment Period shall cease upon such termination or expiration, other than those expressly required under applicable law (such as COBRA).

(h)  No Mitigation, No Offset . In the event of Executive’s termination of employment for whatever reason, Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due him under this Agreement or otherwise on account of any remuneration attributable to any subsequent employment or claims asserted by the Company or any affiliate; provided , that this provision shall not apply with respect to any amounts that Executive owes to the Company or any member of the Company Group on account of any amount in respect of which Executive is obligated to make repayment to the Company or any member of the Company Group.

(i)  Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(i) “ Cause ” shall mean one or more of the following:

(A) the conviction of, or an agreement to a plea of nolo contendere to, a crime involving moral turpitude or any felony;

(B) Executive’s willful refusal substantially to perform duties as reasonably directed by the Board under this or any other agreement;

(C) in carrying out his duties, Executive engages in conduct that constitutes fraud, willful neglect or willful misconduct which, in either case, would result in demonstrable harm to the business, operations, prospects or reputation of the Company;

(D) a material violation of the requirements of the Sarbanes-Oxley Act of 2002 (“ SOX ”) or other federal or state securities law, rule or regulation; or

(E) any other material breach of this Agreement.

For purpose of this Agreement, the Company is not entitled to assert that Executive’s termination is for Cause unless the Company gives Executive written notice describing the facts which are the basis for such termination and such grounds for termination (if susceptible to correction) are not corrected by Executive within 30 days of Executive’s receipt of such notice to the reasonable, good faith satisfaction of the Board.

(ii) “ Change in Control ” shall mean the first to occur of any of the following events:

(A) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(B) During any twelve-month period, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 5(i)(ii)(A) or Section 5(i)(ii)(C)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the twelve-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(C) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(1) Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “ Successor Entity ”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(2) After which no person or group beneficially owns voting securities representing 35% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 5(i)(ii)(C)(2)