EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

          THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into as of the 15th day of July, 2008 by and between Tronox Incorporated, a Delaware corporation (hereinafter the “Company” or “Employer”), and Dennis L. Wanlass (hereinafter the “Executive”).

          WHEREAS: The parties desire to set forth their agreements regarding employment of the Executive by the Company; and

          WHEREAS, Executive has unique talents which will be of a benefit to the Company both presently and in the future; and

          WHEREAS, the Board of Directors of the Company (hereinafter the “Board” which term includes any committees of the Board) considers the employment of the Executive to be in the best interest of the Company and its stockholders; and

          WHEREAS, this Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions, and the parties agree to amend this Agreement further (if necessary) in order to avoid the adverse tax consequences of Code Section 409A.

          NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:

     1. Term. This Agreement shall become effective on the date hereof first written above (the “Effective Date”) and remain in effect until the first anniversary thereof. Unless the Company informs the Executive, in writing, at least 60 days prior to the end of the initial term or any renewal date, that this Agreement shall not be renewed, this Agreement shall automatically renew for additional one (1) year terms on each successive anniversary date of the preceding term. The foregoing shall constitute the “Term” of this Agreement for purposes hereof and all of the period during the Term shall be referred to as the “Employment Period”.

     2. Position and Duties. Executive shall serve as an executive vice president of the company and shall perform the duties normally incidental to such position, and such other duties and responsibilities as may be prescribed from time to time by the Board. Executive will report to the Board through a single Board member or committee of the Board to be named at a later time. During the Employment Period, Executive will devote substantially all of Executive’s working time, attention and energies (other than absences due to illness or vacation) to the performance of Executive’s duties for the Company. Notwithstanding the above, Executive will be permitted, to the extent such activities do not interfere with the performance by Executive of Executive’s duties and responsibilities under this Agreement or violate an provisions of this

Agreement, to (i) manage Executive’s personal, financial and legal affairs, and (ii) serve on civic or other boards or committees.

     3. Place of Performance. Executive’s place of employment will be the Company’s principal executive offices in Oklahoma City, Oklahoma.

     4. Compensation and Related Matters.

          (a) Base Salary. During the Employment Period, the Company will pay Executive a base salary (“Base Salary”) in the amount of $500,000. Any adjustments to the Base Salary will be set by the Board and reviewed in accordance with the Company’s compensation policies from time to time as established by the Board. The Base Salary will be paid in approximate equal installments in accordance with the Company’s customary payroll practices.

          (b) Bonus. During each year of the Employment Period, Executive will be eligible to participate in the Company’s Annual Incentive Compensation Plan as amended, replaced and determined from time to time by the Board.

          (c) Welfare, Pension and Incentive Benefit Plans. During the Employment Period, Executive (and Executive’s spouse and/or dependents to the extent provided in the applicable plans and programs) will be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company for the benefit of its senior executive officers pursuant to the terms of such plans and programs including, without limitation, all medical, life, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, Executive will be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs and long-term incentive plans maintained from time to time by the Company for the benefit of its senior executive officers.

          (d) Fringe Benefits. During the Employment Period, the Company will provide Executive with such other fringe benefits as determined from time to time by the Board.

          (e) Vacation. Executive shall be entitled to four weeks vacation.

          (f) Housing, Commuting and Relocation Costs. The company will lease a furnished apartment in Oklahoma City for Executive’s use for a one-year period (which may be extended with Board approval) and shall reimburse the Executive for reasonable actual commuting expenses incurred during this time. If and when Executive and the Board mutually agree upon Executive’s relocation to Oklahoma City, Executive will be eligible for the Company’s relocation policy for employees at Executive’s level.

     5. Termination of Employment and Compensation; Definitions.

          (a) Involuntary Termination of Employment. In the event of the termination of Executive’s employment by the Company for reasons other than the Executive’s voluntary resignation or Cause (as defined below), the Executive shall be entitled to: (i) a lump sum payment in an amount equal to two (2) times the Executives then effective Base Salary; and (ii) continued medical, dental, vision, and life insurance coverage (excluding accident, death, and disability insurance) for the Executive and the Executive’s eligible dependents, on the same basis

as in effect prior to the Executive’s termination for a period ending on the earlier of (A) thirty-six months following the date of the Executive’s termination or (B) the commencement of comparable coverage by the Executive with a subsequent employer; provided, however, to the extent required, to effect the foregoing, the Company shall reimburse the Executive for the COBRA premiums paid by the Executive for the first six months following the Executive’s termination on or before the first business day of the eighth month following the Executive’s termination. The Company shall also pay the Executive’s COBRA premiums for a period commencing on the six-month anniversary of the date of the Executive’s termination through the end of the COBRA period. Subsequent to the COBRA period, the Company shall continue to provide, for a period of up to 18 months following the last day of the Executive’s COBRA period, the Executive (and the Executive’s eligible dependents, if applicable) with the same level of health insurance benefits upon substantially similar terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the Executive’s termination.

     In addition, if within twelve (12) months after a Change in Control (as defined below), the Executive’s employment shall be terminated for any reason other than the Executive’s Disability or Retirement, death or for Cause, then all benefits provided under the Company’s long term incentive plan will immediately vest.

          (b) Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if, beginning on the Effective Date and before the end of the Term of this Agreement:

               (i) any person (“Person”) as defined in Section 9(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act but excluding the Company and any subsidiary and any employee benefit plan sponsored or maintained by the Company or any subsidiary (including any trustee of such plan acting as trustee), directly or indirectly, becomes the “beneficial owner” (as defined in Ruled 13d-3 under the Exchange Act), of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its securities); or

               (ii) the consummation of any merger or other business combination of the Company, sale of 50% or more of the Company’s assets, liquidation or dissolution of the Company or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the shareholders of the Company and any trustee of fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (b) the purchaser of or successor to the Company’s assets; (c) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be; or

               (iii) within any twenty-four month period, the persons who were directors immediately before the beginning of such period (the “incumbent Directors”) shall

cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control); or

               (iv) a majority of the members of the Board in office immediately prior to a proposed transaction determine by a written resolution that such proposed transaction, if taken, will be deemed a Chance in Control and such proposed transaction is consummated.

          (c) Termination due to Death or Disability. In the event Executive’s employment shall be terminated by Death or Disability, the Company shall pay Executive or the Executive’s estate or beneficiary, as the case may be, unpaid salary and expenses reimbursable under Section 4 for all periods through the effective date of termination. In addition, the Company shall be obligated to make payments pursuant to the terms of the then existing employee benefit programs specified in Section 4 of the Agreement; and except as provided in this Section 5(c), all payments under this Agreement shall cease, other than those payments which had accrued, but were not yet paid, on the date described in this Section 5(c).

               (i) Disability. For purposes of this Agreement, “Disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties (as such duties existed immediately prior to such absence) for 180 consecutive business days, when the Executive is disabled as a result of incapacity due to physical or mental illness.

               (ii) Retirement. For purposes of this Agreement, “Retirement” shall mean the Executive’s voluntary termination of employment pursuant to late, normal or early retirement under a pension plan sponsored by an Employer, as defined in such plan, but only if such retirement occurs prior to a termination by an Employer without Cause or by the Executive for Good Reason.

          (d) Termination for Cause. If the Board terminates Executive’s employment for Cause, as defined below, such termination shall relieve Company of its obligation to make any payments under this Agreement, except for salary and vacation accrued to the date of termination, expenses reimbursable under Section 4 and other payments that may be payable under then-existing employment benefit programs specified in Section 4 of the Agreement. “Cause” termination includes, but is not limited to:

               (i) habitual neglect, after counseling, of the duties that Executive is required to perform under the terms of this Agreement;

               (ii) repeated violations of written or generally known reasonable and substantial rules governing employee performance and conduct;

               (iii) refusal to obey reasonable orders in a manner that constitutes

outright insubordination;

               (iv) committing clearly dishonest acts toward the Company;

               (v) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the Company; or

               (vi) Executive’s indictment of, or charge with, a felony by a federal or state court of competent jurisdiction.

          (e) Notice of Termination. Any purported termination of the Executive’s employment (other than on account of Executive’s death) with the Company shall be communicated by a Notice of Termination to the Executive. For purposes of this Agreement, “Notice of Termination” shall mean a written 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 Executive’s employment under the provisions so indicated. For purposes of this Agreement, no purported termination of Executive’s employment with the Compa