FORM OF CONTINUITY AGREEMENT FOR OFFICERS

EXHIBIT 10.1

FORM OF CONTINUITY AGREEMENT FOR OFFICERS

This Agreement (the “Agreement”) is dated as of November 28, 2005 by and between Tronox Incorporated, a Delaware corporation (the “Company”), and Kelly A. Green (the “Executive”).

WHEREAS, the Company’s Board of Directors considers the continued services of key executives of the Company to be in the best interests of the Company and its stockholders; and

WHEREAS, the Company’s Board of Directors desires to assure, and has determined that it is appropriate and in the best interests of the Company and its stockholders to reinforce and encourage the continued attention and dedication of key executives of the Company to their duties of employment without personal distraction or conflict of interest in circumstances which could arise from the occurrence of a change in control of the Company; and

WHEREAS, the Company’s Board of Directors has authorized the Company to enter into continuity agreements with those key executives of the Company and any of its respective subsidiaries (all of such entities, together with the Company, are hereinafter referred to as an “Employer”), such agreements to set forth the severance compensation which the Company agrees under certain circumstances to pay such executives; and

WHEREAS, the Executive is a key executive of an Employer and has been designated as an executive to be offered such a continuity compensation agreement with the Company.

NOW, THEREFORE, in consideration of the premises and the mutual 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 the Company first offers shares of its Class A common stock in an initial public offering (the “Effective Date”) and remain in effect until the third anniversary thereof; provided , however , that this Agreement shall automatically renew for an additional year on each successive anniversary of the Effective Date, unless an Employer informs the Executive, in writing, at least 180 days prior to the renewal date, that this Agreement shall not be renewed. The foregoing shall constitute the “Term” of this Agreement for purposes hereof.

2.   Change in Control . No compensation or other benefit pursuant to Section 4 hereof shall be payable under this Agreement unless and until either (i) a Change in Control of the Company (as hereinafter defined) shall have occurred while the Executive is employed by an Employer and the Executive’s employment by an Employer thereafter shall have terminated in accordance with Section 3 hereof or (ii) the Executive’s employment by an Employer shall have terminated in accordance with Section 3(a)(ii) hereof prior to the occurrence of the Change in Control. Except as provided in Section 2(e) hereof, 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:

(a)   any person (“Person”) as defined in Section 3(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 Rule 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 redemption of its securities); or

(b)   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 or 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

(c)   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

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

(e)   The following events shall not constitute a Change in Control under this Agreement and shall not be considered in determining whether a Change in Control has occurred:

(i)   the sale or purchase of the Company’s Class A common stock in connection with the initial public offering of such stock;

(ii)   the distribution to Kerr-McGee shareholders of the shares of the Company’s Class B common stock that Kerr-McGee owns subsequent to the Effective Date;

(iii)   Kerr-McGee Corporation exchanging shares of the Company’s Class B common stock that it owns subsequent to the completion of the initial public offering of such stock with its shareholders in return for shares of Kerr-McGee Corporation;

(iv)   any event that qualifies as a “change in control” under the terms of any agreement providing for continuity compensation under similar terms and conditions as this Agreement if such agreement was entered into by the Executive and Kerr-McGee Corporation before the Effective Date of this Agreement and remains in effect on the date of the qualifying event; or

(v)   if the Executive is not a party to an agreement described in Section 2(e)(iv), above, any event that would qualify as a “change in control” under the terms of this Agreement if the term “Kerr-McGee Corporation” were substituted for the term “Company” in Section 2 hereof and this Section 2(e) were disregarded.

3.   Termination of Employment; Definitions .

(a)     Termination without Cause by the Company or for Good Reason by the Executive .

(i) The Executive shall be entitled to the compensation provided for in Section 4 hereof, if within two years after a Change in Control, the Executive’s employment by an Employer shall be terminated (A) by an Employer for any reason other than (I) the Executive’s Disability or Retirement, (II) the Executive’s death or (III) for Cause, or (B) by the Executive with Good Reason (all terms are as hereinafter defined), unless such termination occurs with the Executive’s prior written consent expressly waiving the rights provided hereunder.

(ii) In addition, the Executive shall be entitled to the compensation provided for in Section 4 hereof if, (A) in the event that an agreement is signed which, if consummated, would result in a Change of Control and, within 12 months thereafter, the Executive is terminated without Cause by the Company (other than on account of Executive’s Death or Disability) or terminates employment with Good Reason prior to the Change in Control, (B) such termination is at the request or instigation of the acquiror or merger partner or otherwise in connection with the anticipated Change in Control, and (C) within said 12 month period, such Change in Control actually occurs.

(b)   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.

(c)   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)   Cause . For purposes of this Agreement, “Cause” shall mean:

(i)   the willful and continued failure of the Executive to perform substantially all of his or her duties with an Employer (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to such Executive by the Board of Directors (the “Board”) of the Company which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his or her duties;

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

Termination of the Executive for Cause shall be made by delivery to the Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a three-fourths majority of the non-employee Directors of the Company or of the ultimate parent of the entity which caused the Change in Control (if the Company has become a subsidiary) at a meeting of such Directors called and held for such purpose, after 30 days prior written notice to the Executive specifying the basis for such termination and the particulars thereof and a reasonable opportunity for the Executive to cure or otherwise resolve the behavior in question prior to such meeting, finding that in the reasonable judgment of such Directors, the conduct or event set forth in any of clauses (i) through (iii) above has occurred and that such occurrence warrants the Executive’s termination.

(e)   Good Reason . For purposes of this Agreement, “Good Reason” shall mean the occurrence, within the Term of this Agreement, of any of the following without the Executive’s written consent expressly waiving the rights provided hereunder:

(i)   any material and adverse diminution in the Executive’s duties or responsibilities with the Company (or any affiliate thereof) from those in effect immediately prior to the Change in Control;

(ii)   any reduction in the Executive’s annual base salary or any adverse change in bonus opportunity or participation in cash bonus programs in effect immediately prior to the Change in Control;

(iii)   any requirement that Executive be based at a location more than 35 miles from the location at which the Executive was based immediately prior to the Change in Control (or a substantial increase in the amount of travel Executive is required to do because of a relocation of the executive offices);  

(iv)   any failure by the Company to obtain from any successor to the Company an agreement reasonably satisfactory to the Executive to assume and perform this Agreement, as contemplated by Section 10(a) hereof;   or

(v)   any amendment, reduction or termination of any benefit plan, program or arrangement, which has the effect of causing the Executive to have benefits which are not substantially similar, in the aggregate, to those benefits provided to the Executive immediately prior to the Change in Control.  

Notwithstanding the foregoing, in the event Executive provides the Company with a Notice of Termination (as defined below) referencing this Section 3(e), the Company shall have 30 days thereafter in which to cure or resolve the behavior otherwise constituting Good Reason. Any good faith determination by Executive that Good Reason exists shall be presumed correct and shall be binding upon the Company.

(f)   Notice of Termination . Any purported termination of the Executive’s employment (other than on account of Executive’s death) with an Employer, if such termination occurs after the occurrence of a Change in Control or under circumstances specified under Section 3(a)(ii) above, shall be communicated by a Notice of Termination to the Executive, if such termination is by an Employer, or to an Employer, if such termination is by 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 an Employer shall be effective without such a Notice of Termination having been given.

4.   Compensation Upon Termination After a Change in Control .

Subject to Section 9 hereof, if within two years of a Change in Control, the Executive’s employment by an Employer shall be terminated in accordance with Section 3(a) (the “Termination”), the Executive shall be entitled to the following payments and benefits:

(a)   Severance . The Company shall pay or cause to be paid to the Executive a cash severance amount equal to (i)   three (3) times the sum of (A) the Executive’s annual base salary on the date of the Change in Control (or, if higher, the annual base salary in effect immediately prior to the giving of the Notice of Termination) and (B) the higher of: (x) the average of the actual bonuses earned by the Executive in respect of the three years prior to the year in which the Change in Control occurs under the Company’s incentive award program, or (y) the Executive’s target bonus for the year of Termination, plus (ii) in lieu of continuation of any of the Executive’s perquisites as provided to the Executive prior to the Change in Control (or, if greater, at the time of Termination), a cash payment equal to 7 percent of the Executive’s annual base salary as in effect on the date of the Change in Control for each of the three (3) years following the date of Termination. This cash severance amount shall be payable in a lump sum.

(b)   Additional Payments and Benefits . The Executive shall also be entitled to:

(i)   a lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Termination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Company’s Executive incentive award program, plus the pro rata portion of the bonus to be paid for the year in which the date of Termination occurs (calculated through the date of Termination), (C) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of Executive’s rights thereto, and (D) an amount, if any, equal to the value of the number of performance units that the Executive would have earned if the performance period for such performance units had ended on the date of the Change in Control or, if greater, the target number of performance units under the award.

(ii)   a lump sum cash payment equal to the aggregate sum of (A) additional pension contributions in an amount equal to the Company’s contributions under the Company’s 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the three (3)   year period following the date of Termination (the “Separation Period”) (based on assumed rates of Executive’s contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the annuity benefit the Executive is entitled to receive under the Company’s qualified and nonqualified defined benefit retirement programs in which the Executive is a participant calculated through the date of Termination and the discounted present value (i.e., lump sum value) of the annuity benefit the Executive would be entitled to receive under such retirement programs calculated after adding an additional five years of credit to age and service up to a maximum of age 65 as if the executive had been paid at the rate used to calculate the payments under Section 4(a), provided that the additional credits added with respect to each retirement program shall not exceed five years when added to any additional credits already provided by the terms of the such programs in respect of the Termination covered hereby.

(iii)   continued medical, dental, vision, and life insurance coverage (excluding accident, death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect prior to the Change in Control or the Executive’s Termination, whichever is deemed to provide for more substantial benefits, for a period ending on the earlier of (A) the end of the Separation Period or (B) the commencement of comparable coverage by the Executive with a subsequent employer;

(iv)   unless it would adversely affect the Company’s ability to use pooling of interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any Employer to the extent not previously vested on or following the Change of Control; and

(v)   all other accrued or vested benefits in accordance with the