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Robert M.
Worsley
60 E. Rio Salado Parkway
Suite 1012
Tempe, Arizona 85281
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Re:
Resignation as President; Amendment of your Employment
Agreement dated May 8, 2007
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This letter
agreement is intended to formalize your resignation as President of
Renegy Holdings, Inc. (the “Company”) and amend certain
provisions and to clarify and confirm our mutual understanding
concerning certain aspects of your Employment Agreement, dated
May 8, 2007, between you and the Company (your
“Employment Agreement”).
Your resignation
as President of the Company shall be effective October 1,
2008. You shall continue to serve as Chief Executive Officer of the
Company in accordance with the terms of your Employment
Agreement.
Notwithstanding
any provision in your Employment Agreement to the contrary, you
agree and acknowledge that your employment with the Company shall
be as Chief Executive Officer and not as President and your
Employment Agreement shall be deemed amended to remove any
reference to the position of President therein. Further, you agree
and acknowledge that your resignation as President and the
amendment to the payment terms of your Base Salary (as set
for
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