RTK Rentech, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __ )

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RENTECH, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Rentech, Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2011

You are cordially invited to attend the annual meeting of shareholders of Rentech, Inc.

Time and Date:		10:00 a.m. PDT on Wednesday, May 11, 2011. Check-in will begin at 9:00 a.m. PDT and you should allow ample time for the check-in procedures.
Place:		Sheraton Gateway Los Angeles Hotel, 6101 W. Century Boulevard, Los Angeles, California 90045
Items of Business:		(1)  To elect four directors for terms of three years each;
		(2)  To approve the adoption of the Amended and Restated 2009 Incentive Award Plan;
		(3)  To approve, on an advisory (non-binding) basis, the compensation of our named executive officers;
		(4)  To approve, on an advisory (non-binding) basis, the frequency with which shareholders will have an opportunity to provide an advisory approval of our executive compensation program;
		(5)  To ratify the selection of PricewaterhouseCoopers LLP as Rentech’s independent registered public accounting firm; and
		(6)  To transact such other business as may properly come before the meeting or any adjournments or postponements of the meeting.
Adjournments and Postponements:		Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.
Record Date:		You are entitled to vote only if you were a Rentech shareholder as of the close of business on March 24, 2011.
Meeting Admission:		You are entitled to attend the annual meeting only if you were a Rentech shareholder as of the close of business on the Record Date or hold a valid proxy for the annual meeting, or are a guest of the Company. You should be prepared to present photo identification for admittance. If you are a registered shareholder, an admission ticket is attached to your proxy card. Please detach and bring the admission ticket with you to the meeting. Shareholders who do not present admission tickets at the meeting will be admitted only upon verification of ownership. If your shares are held in the name of your broker, bank, or other nominee, you must bring to the meeting an account statement or letter from the nominee indicating that you beneficially owned the shares on the Record Date for voting. Persons acting as proxies must bring a valid proxy from a record holder who owns shares as of the close of business on the Record Date. If you do not provide photo identification and comply with the other procedures outlined above, you will not be admitted to the annual meeting.

Voting:		Your vote is very important. Whether or not you plan to attend the annual meeting, we hope you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Votes submitted through the Internet or by telephone must be received by 12:00 p.m. Eastern Time, on May 10, 2011. Internet and telephone voting are available 24 hours per day. If you vote via Internet or telephone, you do not need to return a proxy card. You are invited to attend the meeting; however, to ensure your representation at the meeting, you are urged to vote via the Internet or telephone, or mark, sign, date, and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any shareholder of record attending the meeting may vote in person even if he or she has voted via the Internet or telephone, or returned a proxy card.

		By Order of the Board of Directors,
Los Angeles, California Date: March 31, 2011		Colin M. Morris Secretary

YOUR VOTE IS IMPORTANT

This proxy statement is furnished in connection with the solicitation of proxies by Rentech, Inc. on behalf of the Board of Directors, for the 2011 annual meeting of shareholders. The proxy statement and the related proxy form are first being distributed to shareholders on or about April 7, 2011. You can vote your shares using one of the following methods:

•

Vote through the Internet at the website shown on the proxy card.

•

Vote by telephone using the toll-free number shown on the proxy card.

•

Complete and return a written proxy card.

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Attend Rentech’s 2011 annual meeting of shareholders and vote.

Votes submitted through the Internet or by telephone must be received by 12:00 p.m. Eastern Time, on May 10, 2011. Internet and telephone voting are available 24 hours per day. If you vote via Internet or telephone, you do not need to return a proxy card.

You are invited to attend the meeting; however, to ensure your representation at the meeting, you are urged to vote via the Internet or telephone, or mark, sign, date, and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any shareholder of record attending the meeting may vote in person even if he or she has voted via the Internet or telephone, or returned a proxy card.

TABLE OF CONTENTS

		Page
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 11, 2011			1
VOTING SECURITIES AND VOTING RIGHTS			1
ELECTION OF DIRECTORS (Proxy Item 1)			3
Information Regarding Nominees for Election to the Board of Directors:			3
Information Regarding Continuing Directors with Terms Expiring in 2012:			4
Information Regarding Continuing Directors with Terms Expiring in 2013:			5
Executive Officers			6
Security Ownership of Certain Beneficial Owners and Management			8
Equity Compensation Plan Information			9
Section 16(a) Beneficial Ownership Reporting Compliance			10
Meetings and Committees of the Board of Directors			10
Board Leadership and Role in Risk Oversight			11
Compensation Discussion and Analysis			11
Compensation Committee Report			20
Compensation Committee Interlocks and Insider Participation			20
Executive Compensation			21
Audit Committee and Audit Committee Financial Expert			30
Audit Committee Report			31
Nominating Committee and Shareholder Communications			32
Stock Performance Chart			33
Total Return Analysis			34
Transactions with Related Persons			34
Code of Ethics			35
Independent Certified Public Accountants			35
Principal Accountant Fees and Services			35
ADOPTION OF AMENDED AND RESATED 2009 INCENTIVE AWARD PLAN (Proxy Item 2)			36
ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) (Proxy Item 3)			43
Background			43
Summary			43
Recommendation			44
ADVISORY VOTE ON DETERMINING THE FREQUENCY OF SAY-ON-PAY (“FREQUENCY VOTE”) (Proxy Item 4)			44
Background			44
Summary			45
Recommendation			45
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proxy Item 5)			45
SHAREHOLDER PROPOSALS			46
OTHER BUSINESS			46
APPENDIX A — Amended and Restated 2009 Incentive Award Plan

RENTECH, INC.
10877 Wilshire Blvd., Suite 600
Los Angeles, California 90024

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2011

This proxy statement is furnished to shareholders in connection with the solicitation by the Board of Directors of Rentech, Inc. (“Rentech,” the “Company,” “we,” “us” or “our”) of proxies for use at the annual meeting of shareholders to be held at the Sheraton Gateway Los Angeles Hotel, 6101 W. Century Boulevard, Los Angeles, California, on Wednesday, May 11, 2011 at 10:00 a.m. (PDT), and at any adjournments or postponements of the meeting.

Rentech anticipates that this proxy statement and the accompanying form of proxy will be first sent or given to shareholders on or about April 7, 2011.

VOTING SECURITIES AND VOTING RIGHTS

Only shareholders of record at the close of business on March 24, 2011 are entitled to notice of and to vote at the annual meeting or any adjournments or postponements of the meeting. On March 24, 2011, 222,234,542 shares of common stock were outstanding held by 542 shareholders of record. Each share of common stock outstanding on that date entitles the holder to one vote on each matter submitted to a vote at the meeting. Cumulative voting is not allowed. Shares may only be voted by or on behalf of the shareholder of record. If a holder’s shares are held of record by another person, such as a stock brokerage firm or bank, that person must vote the shares as the shareholder of record.

Shareholders may vote in person or by proxy at the annual meeting. All properly executed proxies received prior to the commencement of voting at the meeting, and which have not been revoked, will be voted in accordance with the directions given. If no specific instructions are given for a matter to be voted upon, the proxy holders will vote the shares covered by proxies received by them (i) FOR the election of the four nominees to the Board of Directors; (ii) FOR the adoption of the Amended and Restated 2009 Incentive Award Plan; (iii) FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; (iv) FOR the approval, on an advisory (non-binding) basis, of the frequency with which shareholders will have an opportunity to provide an advisory approval of our executive compensation program; and (v) FOR the ratification of the selection of PricewaterhouseCoopers LLP as Rentech’s independent registered public accounting firm.

A quorum for the transaction of business at the meeting requires the presence at the annual meeting, in person or by proxy, of the holders of not less than a majority of the issued and outstanding shares of common stock. If a quorum is present, the four nominees for election as directors who receive the greatest number of votes in favor of their election at the meeting will be elected. Cumulative voting is not allowed for the election of directors. The proposals to approve the adoption of the Amended and Restated 2009 Incentive Plan, to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, to approve, on an advisory (non-binding) basis, the frequency with which shareholders will have an opportunity to provide an advisory approval of our executive compensation program and to ratify the selection of PricewaterhouseCoopers LLP as Rentech’s independent registered public accounting firm will be approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.

If brokers have not received any instruction from their customers on how to vote the customer’s shares on a particular proposal, the brokers are allowed to vote on routine matters but not on non-routine proposals. The absence of votes by brokers on non-routine matters are “broker non-votes.” Abstentions and broker non-votes will be counted as present for purposes of establishing a quorum, but will have no effect on the election of directors, the proposal to adopt the Amended and Restated 2009 Incentive Award Plan, the proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, the proposal to approve, on an advisory (non-binding) basis, the frequency with which shareholders will have an opportunity to provide an advisory approval of our executive compensation program or the proposal to ratify the appointment of PricewaterhouseCoopers LLP as Rentech’s independent registered public accountants.

Any shareholder giving a proxy pursuant to the present solicitation has the power to revoke it at any time before it is exercised. It may be revoked by giving a subsequent proxy or by mailing to our principal executive offices at 10877 Wilshire Boulevard, Suite 600, Los Angeles, California 90024, Attn: Secretary, an instrument of revocation. If you vote electronically via the Internet or telephone, a proxy may be revoked by the submission of a later electronic proxy. A proxy may also be revoked by attending the meeting and giving our Secretary a vote in person (subject to the restriction that a shareholder holding shares in street name must bring to the meeting a legal proxy from the broker, bank, or other nominee holding that shareholder’s shares which confirms that shareholder’s beneficial ownership of the shares and gives the shareholder the right to vote the shares).

Rentech will bear the cost of solicitation of proxies, including expenses in connection with preparing and mailing this proxy statement. We will furnish copies of solicitation materials to brokerage houses, fiduciaries, and custodians to forward to beneficial owners of our common stock that are held in their names. In addition, we will reimburse brokerage firms and other persons representing beneficial owners of stock for their expenses in forwarding solicitation materials to such beneficial owners. We have retained MacKenzie Partners, Inc. to assist us with the solicitation of proxies and will pay an aggregate fee of $10,000 plus expenses. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, and personal solicitation by our directors, officers, and other employees. No additional compensation will be paid to our directors, officers, or other employees for these services.

The purposes of the meeting and the matters to be acted upon are set forth in the foregoing attached Notice of Annual Meeting. As of the date of this proxy statement, management knows of no other business that will be presented for consideration at the meeting. However, if any such other business shall properly come before the meeting, votes will be cast pursuant to said proxies in respect of any such other business in accordance with the best judgment of the persons acting under said proxies.

ELECTION OF DIRECTORS

(Proxy Item 1)

There are currently nine positions on Rentech’s Board of Directors. The Board of Directors currently is divided into three classes, one of which currently consists of four directors, one of which currently consists of two directors and one of which currently consists of three directors. The directors in each class are elected for three years and until the election and qualification of their successors.

Michael S. Burke, General (ret) Wesley K. Clark , Ronald M. Sega and Dennis L. Yakobson have been nominated for election as directors for a term of three years each and until their successors have qualified and are elected. The four nominees are presently members of the Board of Directors. All other members of the Board of Directors will continue in office until the expiration of their respective terms at the 2012 or 2013 annual meetings of shareholders.

If your vote is properly submitted, it will be voted for the election of the nominees, unless contrary instructions are specified. Each nominee has consented to serve if elected. Although the Board of Directors has no reason to believe that any of the nominees will be unable to serve as a director, should that occur, the persons appointed as proxies in the accompanying proxy card will vote, unless the number of nominees or directors is reduced by the Board of Directors, for such other nominee or nominees as the Nominating Committee of the Board may propose and the Board approves.

Information Regarding Nominees for Election to the Board of Directors:

Michael S. Burke , Director, Age 48 — Mr. Burke was appointed as a member of our Board of Directors in March 2007. Mr. Burke is currently the Executive Vice President, Chief Financial Officer of AECOM Technology Corporation (NYSE: ACM), a global provider of professional technical and management support services to government and commercial clients. Mr. Burke joined AECOM as Senior Vice President, Corporate Strategy in October 2005. From 1990 to 2005, Mr. Burke was with the accounting firm, KPMG LLP. He served in various senior leadership positions, most recently as a Western Area Managing Partner from 2002 to 2005 and was a member of KPMG’s Board of Directors from 2000 through 2005. While on the KPMG Board of Directors, Mr. Burke served as the Chairman of the Board Process and Governance Committee and a member of the Audit and Finance Committee. Mr. Burke also serves on various charitable and community boards. Mr. Burke received a B.S. degree in accounting from the University of Scranton and a J.D. degree from Southwestern University. Our Board of Directors has determined that Mr. Burke brings to our Board extensive accounting, financial and business experience, including experience with a public company, and therefore he should serve on our Board.

General (ret) Wesley K. Clark, Director, Age 66 — General Clark was appointed as a member of our Board of Directors in December 2010. General Clark is a businessman, educator, writer and commentator. In 2003, General Clark founded the strategic consulting firm of Wesley K. Clark & Associates, where he currently serves as chairman and chief executive officer. From June 2000 through March 2003, General Clark was a managing director at Stephens, Inc., an investment banking firm based in Arkansas. Prior to that, from June 1966 through June 2000, General Clark served in the U.S. Army where he held numerous staff and command positions and rose to the rank of 4-star general. He served as NATO Supreme Allied Commander and Commander in Chief of the U.S.-European Command from July 1997 through May 2000. General Clark serves on the board of directors of AMG Advanced Metallurgical Group N.V., a global producer of specialty metals and metallurgical vacuum furnace systems; BNK Petroleum Inc., an energy company focused on the acquisition, exploration and production of large oil and gas reserves; Bankers Petroleum Ltd., a Canadian based oil and gas exploration and production company; Juhl Wind Inc., a wind energy provider; Prysmian S.r.L., a provider of high-technology cables and systems for energy and telecommunication; Amaya Gaming, a Canadian company in the electronic gaming industry; and Rodman & Renshaw, an investment banking firm. General Clark previously served on the board of directors of Argyle Security, Inc., a provider of security solutions; NutraCea, a processor of rice-bran based products; and EWT, N.V., a producer of wind farms. General Clark graduated first in his class from the United States Military Academy at West Point in 1966. He received degrees in Philosophy, Politics and Economics from Oxford University (B.A. and M.A.) where he was a Rhodes Scholar from 1966 to 1968. Our Board of Directors has determined that General Clark brings to our Board extensive leadership experience, including having held high-ranking positions in the U.S. Army, and directorial and governance experience and familiarity with our industry as a result of having served on boards of directors of numerous companies in the renewable and alterative energy industry, and therefore he should serve on our Board.

Ronald M. Sega, Director, Age 58 — Dr. Sega was appointed as a member of our Board of Directors in December 2007. Currently Dr. Sega serves as Vice President and Enterprise Executive for Energy and the Environment at both Colorado State University (CSU) and The Ohio State University (OSU). He is the Woodward Professor of Systems Engineering, Director of Graduate Studies in Systems Engineering and serves as chair of the Sustainability, Energy, and Environment Advisory Committee at CSU. Dr. Sega also serves on the President’s and the Provost’s Council on Sustainability at OSU. Since 2008, Dr. Sega has served as a member of the Board of Directors of Woodward, Inc. (NASDAQ: WWD), a company that designs, manufactures and services energy control systems and components for aircraft and industrial engines and turbines. From August 2005 to August 2007, Dr. Sega served as Under Secretary for the U.S. Air Force. In that capacity, he oversaw the recruiting, training and equipping of approximately 700,000 people and a budget of approximately $110 billion. Designated as the Department of Defense Executive Agent for Space, Dr. Sega developed, coordinated and integrated plans and programs for space systems of all Department of Defense space major defense acquisition programs. From August 2001 until July 2005, Dr. Sega was Director of Defense Research and Engineering, Office of the Secretary of Defense. Dr. Sega worked for NASA from 1990 until 1996 and made two shuttle flights during his career as an astronaut. Dr. Sega received a B.S. in mathematics and physics from the United States Air Force Academy in 1974, a master of science degree in physics from The Ohio State University in 1975, and a doctorate in electrical engineering from the University of Colorado at Boulder in 1982. Our Board of Directors has determined that Mr. Sega brings to our Board a strong background in science and research, aerospace, energy and operations with significant experience in leadership positions, including those involving responsibility for large budgets, and therefore he should serve on our Board.

Dennis L. Yakobson, Director and Chairman of the Board, Age 74 —Mr. Yakobson has served as a director of Rentech and Chairman of the Board since 1983 and is one of the founders. In December 2005, he resigned from his position as Chief Executive Officer and currently serves as the Chairman. He was employed as Vice President of Administration and Finance of Nova Petroleum Corporation, Denver, Colorado, from 1981 to 1983. From 1979 to 1983, he served as a Director and Secretary of Nova Petroleum Corporation. He resigned from those positions in November 1983 to become a Director and assume the presidency of Rentech. From 1976 to 1981, he served as a Director, Secretary and Treasurer of Power Resources Corporation in Denver, a mineral exploration company, and was employed by it as the Vice President-Land. From 1975 to 1976, he was employed by Wyoming Mineral Corporation in Denver as a contract administrator. From 1971 through 1975, he was employed by Martin Marietta Corporation, Denver, as marketing engineer in space systems. From 1969 to 1971, he was employed by Martin Marietta in a similar position. From 1960 to 1969, he was employed by Grumman Aerospace Corporation, his final position with it being contract administrator with responsibility for negotiation of prime contracts with governmental agencies. He is a Director of GTL Energy Pty Ltd., a private company based in Adelaide, Australia. He received a Bachelor of Science degree in Civil Engineering from Cornell University in 1959 and a Masters in Business Administration degree from Adelphi University in 1963. Our Board of Directors has determined that Mr. Yakobson brings to our Board knowledge of our business and, as the founder, his historical understanding of our operations combined with his experience in leadership positions, including directorial and governance experience on boards of directors, at multiple engineering and energy companies, and therefore he should serve on our Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE NOMINEES

Information Regarding Continuing Directors with Terms Expiring in 2012:

D. Hunt Ramsbottom, Chief Executive Officer, President and Director, Age 53 —Mr. Ramsbottom was appointed President and director of Rentech in September 2005 and Chief Executive Officer in December 2005. Mr. Ramsbottom had been serving as a consultant to Rentech since August 2005 under the terms of a Management Consulting Agreement Rentech entered into with Management Resource Center, Inc. Mr. Ramsbottom has over 25 years of experience building and managing growth companies. Prior to accepting his position at Rentech, Mr. Ramsbottom held various key management positions including: Principal and Managing Director of Circle Funding Group, LLC, from 2004 to 2005; Chief Executive Officer and Chairman of M2 Automotive, Inc., from 1997 to 2004; and Chief Executive Officer of Thompson PBE (NASDAQ: THOM), from 1989 to 1997, which was acquired by FinishMaster, Inc. in 1997. On April 17, 2005, M2 Automotive, Inc. completed an assignment for the benefit of its creditors pursuant to a state law insolvency proceeding. Mr. Ramsbottom holds a Bachelor of Science degree from Plymouth State College. Our Board of Directors has determined that Mr. Ramsbottom brings to our Board knowledge of our business and his historical understanding of our operations gained through his service as Rentech’s President and Chief Executive Officer and experience with growth companies as Chief Executive Officer and Principal and Managing Director, and therefore he should serve on our Board.

Halbert S. Washburn, Director, Age 51 —Mr. Washburn was appointed as a director of Rentech in December 2005. Mr. Washburn has over 25 years of experience in the energy industry. Since April 2010, Mr. Washburn has been the Chief Executive Officer of BreitBurn GP, LLC, the general partner of BreitBurn Energy Partners LP (NASDAQ: BBEP). From March 2006 through April 2010 he was the Co-Chief Executive Officer and served on the Board of Directors of BreitBurn GP, LLC. He has served as the Co-founder, Co-President and Director of BreitBurn Energy Corporation since 1988. He also serves as Director and Co-Chief Executive Officer for BreitBurn Energy Holdings, LLC and serves as Co-Chief Executive Officer of BEH (GP), LLC. Mr. Washburn previously served as Chairman on the Executive Committee of the Board of Directors of the California Independent Petroleum Association. He also served as Chairman of the Stanford University Petroleum Investments Committee and as Secretary and Chairman of the Wildcat Committee. Mr. Washburn holds a Bachelor of Science degree in Petroleum Engineering from Stanford University. Our Board of Directors has determined that Mr. Washburn brings to our Board knowledge of our business, extensive experience in our industry, including his service as an executive officer and director of several BreitBurn entities, and familiarity with start-up and public energy companies, and therefore he should serve on our Board.

Information Regarding Continuing Directors with Terms Expiring in 2013:

Michael F. Ray, Director, Age 58 —Mr. Ray was appointed as a member of our Board of Directors in May 2005. Mr. Ray founded and has served as President of ThioSolv, LLC since 2001. ThioSolv, LLC is in the business of developing and licensing technology to the refining and chemical sector. Mr. Ray was appointed to the Board of Directors for Cyanco Corporation in October 2008. Cyanco Corporation, a producer of sodium cyanide in the Western United States, is a subsidiary of Oaktree Capital Management which holds a controlling interest. From 1995 to 2001, Mr. Ray served as Vice President of Business Development for the Catalyst and Chemicals Division of The Coastal Corporation. Mr. Ray worked for Coastal Chem, Inc. as President from 1990 to 1995 and Vice President of Corporate Development and Administration from 1986 to 1990. From 1985 to 1986, Mr. Ray served as Vice President of Carbon Dioxide Marketing. Mr. Ray worked for Liquid Carbonic Corporation as Regional Operations Manager from 1981 to 1985 and Plant Manager from 1980 to 1981. Mr. Ray received his Bachelor of Science in Industrial Technology from Western Washington University and his Masters of Business Administration from Houston Baptist University. Mr. Ray previously served as a member of the Board of Directors of Coastal Chem, Inc., Cheyenne LEADS and Wyoming Heritage Society. Mr. Ray also served on the Nitrogen Fertilizer Industry Ad Hoc Committee, University of Wyoming EPSCOR Steering Committees and Wyoming Governor’s committee for evaluating state employee compensation. Our Board of Directors has determined that Mr. Ray brings to our Board experience with start-up and technology companies, familiarity with the business of developing and licensing technology and with the nitrogen fertilizer industry and directorial and governance experience as a director of Coastal Chem, Inc., and therefore he should serve on our Board.

Edward M. Stern, Director, Age 52 —Mr. Stern was appointed as a member of our Board of Directors in December 2006 and has more than 25 years of experience leading the successful development, financing and operation of major energy and infrastructure projects. Mr. Stern is the President and Chief Executive Officer of PowerBridge, LLC and under his guidance, Neptune Regional Transmission System, LLC, a PowerBridge company has developed, constructed and since 2007 has operated the Neptune Project, a 660 MW, 65 mile long, high voltage direct current undersea and underground electric transmission system that interconnects the PJM market at Sayreville, New Jersey with Long Island, New York. Mr. Stern is also leading the development of several other large transmission and renewable energy projects domestically and abroad. From 1991 through 2003, Mr. Stern was employed by Enel North America, Inc. (a subsidiary of Enel SpA, an Italian electric utility company) and its predecessor, CHI Energy, Inc., an energy company which owned or operated nearly one hundred power plants in seven countries, specializing in renewable energy technologies including hydroelectric projects and wind farms. While at Enel North America, Inc. and CHI Energy, Inc., Mr. Stern served as General Counsel and, commencing in 1999, as President, Director and Chief Executive Officer. Mr. Stern currently serves on the Board of Directors of Deepwater Wind Holdings, LLC, an offshore wind energy developer and Capital Access Network, Inc., a small business lender. Mr. Stern also serves on the Advisory Board of Starwood Energy Group Global, LLC, a private equity firm specializing in energy and infrastructure investments. Mr. Stern received B.A., J.D. and M.B.A. degrees from Boston University and is a member of the Massachusetts Bar and the Federal Energy Bar. Our Board of Directors has determined that Mr. Stern brings to our Board significant management and legal experience at energy companies, including substantial project development experience, and his directorial and governance experience as a director at numerous companies in the industry in which we operate, and therefore he should serve on our Board.

John A. Williams, Director, Age 68 —Mr. Williams was appointed as a member of our Board of Directors in November 2009. Mr. Williams has over 40 years of business experience, principally in the real estate and banking industries. Since January 2004, Mr. Williams has served as the Chief Executive Officer, President and Managing Member of Corporate Holdings, LLC, a diversified holdings company, and since November 2004, he has served as Chief Executive Officer and Managing Member of Williams Realty Advisors, LLC, a real estate fund advisor to over $3 billion in assets. Mr. Williams is currently chairman of the board and chief executive officer of Preferred Apartment Communities, Inc., a new real estate investment trust. Mr. Williams founded Post Properties, Inc., a developer, owner and manager of upscale multifamily apartment communities in selected markets in the United States, in 1970. Mr. Williams served as Chief Executive Officer of Post Properties from 1970 until 2002, and he served on its board from inception until 2004. Mr. Williams served as Chairman for Post Properties from inception until February 2003 and Chairman Emeritus from February 2003 until August 2004. Mr. Williams currently serves on the Board of Directors of the Atlanta Falcons of which he is also a minority owner. Mr. Williams previously served on a variety of boards of directors, including those of NationsBank Corporation, Barnett Banks, Inc. and Crawford & Company. Mr. Williams earned a B.S. degree in industrial management from the Georgia Institute of Technology. Our Board of Directors has determined that Mr. Williams brings to our Board over 40 years of business experience and directorial and governance experience on boards of directors, and therefore he should serve on our Board.

Executive Officers

Information concerning the business experience of Mr. Ramsbottom, who serves as President and Chief Executive Officer, is provided above.

Dan J. Cohrs, Executive Vice President, Chief Financial Officer and Treasurer, Age 58 —Mr. Cohrs was appointed our Executive Vice President and Chief Financial Officer in October 2008. Mr. Cohrs was also Treasurer of Rentech from October 2008 until November 2009 and was re-appointed Treasurer in October 2010. Mr. Cohrs has more than 20 years of experience in corporate finance, strategy and planning, and mergers and acquisitions. Mr. Cohrs worked as Chief Development and Financial Officer of, and served as a Partner and Board Member of Agency 3.0, LLC, a private digital advertising and consulting agency in Los Angeles from April 2008 until September 2009. He worked as Chief Development & Financial Officer of Skycrest Ventures, LLC, a private investment and consulting firm in Los Angeles from August 2007 to October 2008. From June 2006 until May 2007, Mr. Cohrs served as a consultant for finance and corporate development, as well as Interim Chief Financial Officer for a period of time, for Amp’d Mobile, a private mobile media entertainment company in Los Angeles. On June 1, 2007, Amp’d Mobile, Inc. filed a petition for bankruptcy under chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101 (the “Bankruptcy Code”), et seq. with the United States Bankruptcy Court for the District of Delaware. Mr. Cohrs worked as an independent consultant and advised companies regarding financings, investor presentations and business plans from 2003 through 2007. In addition, Mr. Cohrs served as a Visiting Senior Lecturer at Cornell University’s Johnson School of Management in the area of corporate governance from November 2005 until March 2006. Mr. Cohrs served as Executive Vice President and Chief Financial Officer of Global Crossing Ltd. from May 1998 through June 2003. On January 28, 2002, Global Crossing Ltd., and certain of its direct and indirect subsidiaries, filed a petition for bankruptcy under chapter 11 of title 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York. On April 11, 2005, the Securities and Exchange Commission (the “SEC”), Global Crossing, Mr. Cohrs (at the relevant time, the Chief Financial Officer of Global Crossing) and other members of Global Crossing’s senior management reached a settlement related to an SEC investigation regarding alleged violations of the reporting provisions of Section 13(a) of the Exchange Act (and the regulations thereunder). The parties to the agreement (other than the SEC) agreed not to cause any violations of such reporting provisions in the future. In the SEC order none of the allegations related to fraud, no party admitted liability, and no other violations of securities laws were alleged. Mr. Cohrs earned M.S. and Ph.D. degrees in finance, economics and public policy from Cornell University’s Johnson Graduate School of Management and a B.S. degree in Engineering from Michigan State University.

Tom Samson, Executive Vice President and Chief Development Officer, Age 42 —Mr. Samson was appointed Executive Vice President and Chief Development Officer of Rentech in October 2010. Mr. Samson is responsible for project development and construction, technology licensing and commercial affairs. Mr. Samson has more than 20 years of experience in development and management of power and utility projects. The majority of his career was spent with Marubeni Corporation in a number of international roles; in addition, Mr. Samson has worked for PA Consulting Group, a management and IT consulting and technology firm, Mirant Europe, a power production and trading company, and GEC Alstom, an infrastructure and power generation company. Mr. Samson served from April 2009 until September 2010 as President and Chief Executive Officer of Marubeni TAQA Caribbean, a partnership of Marubeni Corporation, and Abu Dhabi National Energy Company (TAQA) with a portfolio of utility and independent power producer businesses in the Caribbean with over 2,000 megawatts of production capacity. From March 2005 until April 2009, Mr. Samson was Executive Managing Director of Taweelah Asia Power Company, a 2,000 megawatt and 160 million imperial gallons per day power and water facility in Abu Dhabi. From 2003 to 2005, Mr. Samson worked for Marubeni Power International Inc. as a Vice President responsible for business development in the United States. Prior to 2003, Mr. Samson worked for over ten years in the power industry with responsibility for the development and management of large scale energy projects within the independent private power (IPP) industry. Mr. Samson is a Chartered Mechanical Engineer and a graduate from Napier University.

Douglas M. Miller, Executive Vice President, Project Development, Age 51 —Mr. Miller was appointed to the position of Executive Vice President for Renewable Energy Businesses in January 2009 (in October 2009 the title was changed to Executive Vice President — Project Development). Mr. Miller is responsible for the development of Rentech’s biomass initiatives. Mr. Miller served as Executive Vice President and Chief Operating Officer of Rentech from January 2006 through December 2008. Between July 2008 and October 2008, Mr. Miller served as the Company’s Chief Financial Officer on an interim basis. Prior to his employment at Rentech, Mr. Miller was employed by Unocal Corporation from 1991 through its acquisition by Chevron Corporation in October 2005, and for more than five years prior to the acquisition, served as Vice President, Corporate Development. Mr. Miller received his Bachelors of Earth Sciences from the University of California, Berkeley and his Masters of Business Administration from the University of California, Los Angeles.

Harold A. Wright, Senior Vice President and Chief Technology Officer, Age 46 —Mr. Wright was appointed Senior Vice President and Chief Technology Officer of Rentech in March 2007. Mr. Wright served as Vice President of Technology for Eltron Research & Development, a technology research and commercialization company headquartered in Boulder, Colorado, from June 2005 until February 2007. This followed a 14-year tenure with ConocoPhillips during which Mr. Wright worked in various capacities including Director of Gas-To-Liquids (GTL) research and development from February 2004 to June 2005 and director of Synthesis Gas Development from July 2000 to February 2004. In these positions, Mr. Wright was responsible for synthesis gas technology development, GTL commercial reactor design, directing GTL catalyst development and product upgrading technology development. Mr. Wright oversaw all aspects of the company’s scale-up of GTL technology, which resulted in a 400 barrel per day demonstration plant in Ponca City, Oklahoma. With 30 U.S. patents issued to his credit, Mr. Wright is also a registered patent agent and is authorized to practice patent law before the U.S. Patent and Trademark Office. Mr. Wright received a B.S. in chemical engineering, cum laude, from the University of Missouri-Columbia and a Ph.D. in chemical engineering from Purdue University.

Colin M. Morris, Vice President and General Counsel, Age 38 —Mr. Morris has served as the Vice President and General Counsel of Rentech since June 2006. Mr. Morris practiced Corporate and Securities Law at the Los Angeles office of Latham & Watkins LLP from June 2004 to May 2006. From September 2000 to May 2004, Mr. Morris practiced Corporate and Securities Law in the Silicon Valley office of Wilson, Sonsini, Goodrich and Rosati. Prior to that Mr. Morris practiced Corporate and Securities Law in the Silicon Valley office of Pillsbury Winthrop Shaw Pittman LLP. Mr. Morris received an A.B. degree in Government from Georgetown University and a J.D. from the University of California, Berkeley, Boalt Hall School of Law.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial ownership of Rentech’s common stock as of March 15, 2011 by (i) all owners of record or those who are known to Rentech to beneficially own more than 5% of the issued and outstanding shares of Rentech’s common stock, (ii) each director and named executive officer identified in the tables under “—Executive Compensation,” and (iii) by all named executive officers and directors as a group:

		Amount and
		Nature of
Directors and Executive Officers (1)(2)		Beneficial				Percent
Listed in alphabetical order		Ownership (3)				of Class
Michael S. Burke			242,600				*
General Wesley K. Clark			20,000				*
Dan J. Cohrs			304,150				*
Douglas M. Miller			615,358				*
Colin M. Morris			399,276				*
D. Hunt Ramsbottom (4)(5)			3,394,080				1.5	%
Michael F. Ray (6)			386,337				*
Richard T. Penning(7)			288,944				*
Ronald M. Sega			212,600				*
Edward M. Stern			252,600				*
Halbert S. Washburn			249,600				*
John A. Williams			3,656,843				1.6	%
Harold A. Wright			332,778				*
Dennis L. Yakobson (8)			680,604				*
All Directors and Executive Officers as a Group (15 persons)			11,035,770				4.9	%

		Amount and
		Nature of
Beneficial Owners of		Beneficial				Percent
more than 5%		Ownership				of Class
BlackRock, Inc. (9)			28,572,196				12.9	%

	•		Michael S. Burke — 91,500 under options;
	•		General Wesley K. Clark — 20,000 under options;
	•		Dan J. Cohrs — 110,500 under RSUs;
	•		Douglas M. Miller — 130,000 under options and 142,999 under RSUs;

	•		Colin M. Morris — 75,000 under options and 122,978 under RSUs;
	•		D. Hunt Ramsbottom — 2,082,500 under warrants, 250,000 under options and 457,687 under RSUs;
	•		Michael F. Ray — 86,500 under options;
	•		Ronald M. Sega — 76,500 under options;
	•		Edward M. Stern — 91,500 under options;
	•		Halbert S. Washburn — 86,500 under options;
	•		John A. Williams — 46,500 under options;
	•		Harold A. Wright — 119,599 under RSUs; and
	•		Dennis L. Yakobson — 186,500 under options.

Equity Compensation Plan Information

The following table provides information as of September 30, 2010 with respect to our compensation plans, including individual compensation arrangements, under which our equity securities are authorized for issuance.

Number of

securities remaining

Number of securities

available for future

to be issued

Weighted-average

issuance under equity

upon exercise of

exercise price of

compensation plans

outstanding options,

outstanding options,

(excluding securities

Plan category

warrants and rights (a)

warrants and rights (b)

reflected in column (a)) (c)

Equity compensation plans approved by security holders

9,640,000

$

0.72

4,707,000

Equity compensation plans not approved by security holders

2,409,000

$

1.57

—

Total

12,049,000

$

0.89

4,707,000

The equity securities issued as compensation under shareholder approved compensation plans consist of stock options, RSUs and performance shares. The equity securities issued as compensation without shareholder approval consist of stock options, stock purchase warrants and RSUs. The stock options and stock purchase warrants have exercise prices equal to the fair market value of our common stock, as reported by the NYSE Amex, as of the date the securities were granted. The options and warrants may be exercised for a term ranging from five to ten years after the date they were granted.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Rentech’s executive officers and directors, and persons who own more than ten percent of a registered class of Rentech’s equity securities (collectively, “Insiders”), to file initial reports of ownership and reports of changes in ownership with the SEC. Insiders are required by SEC regulations to furnish Rentech with copies of all Section 16(a) forms they file. To Rentech’s knowledge, based solely on its review of the copies of such reports furnished to Rentech or written representations from certain Insiders that they were not required to file a Form 5 to report previously unreported ownership or changes in ownership, we believe that, during our fiscal year ended September 30, 2010, the Insiders complied with all such filing requirements.

Meetings and Committees of the Board of Directors

The Board of Directors held eight meetings during the fiscal year ended September 30, 2010. Actions were also taken during the year by written consent. Each of our directors attended at least 75% of the meetings of the Board of Directors held during the period for which he has been a director or of the meetings of committees of the Board of Directors on which he served during the period that he served. Each director attended the annual meeting of shareholders held in 2010. Our directors are reimbursed for expenses incurred in attending meetings. We encourage all incumbent directors and director nominees to attend our annual meetings of shareholders.

The Board of Directors has three standing committees, an Audit Committee, a Compensation Committee, and a Nominating Committee. The Board of Directors has determined that all the members of our Board of Directors, other than Mr. Ramsbottom, Mr. Williams and Mr. Yakobson, are “independent” within the meaning of the listing standards of the NYSE Amex, including each member of our Audit Committee, Compensation Committee, and Nominating Committee. The Board of Directors has also determined that each member of the Audit Committee is “independent” within the meaning of the rules of the SEC.

The charters of our Audit Committee, Compensation Committee, and Nominating Committee are available on the Corporate Governance section of our website at http://www.rentechinc.com. The Board of Directors regularly reviews developments in corporate governance and modifies these policies and charters as warranted. Modifications are reflected on our website at the address previously given. Information contained on our website is not incorporated into and does not constitute a part of this proxy statement. Our website address referenced above is intended to be an inactive textural reference only and not an active hyperlink to the website.

The Audit Committee of the Board of Directors has been delegated responsibility for reviewing with the independent auditors the plans and results of the audit engagement; reviewing the adequacy, scope and results of the internal accounting controls and procedures; reviewing the degree of independence of the auditors; reviewing the auditors’ fees; and recommending the engagement of the auditors to the full Board of Directors. The Audit Committee currently consists of Mr. Burke, Mr. Ray and Mr. Washburn. The Board of Directors has determined that Mr. Burke, the Chairman of the Audit Committee, qualifies as an “audit committee financial expert” as defined by the rules of the SEC. The committee met five times during fiscal year 2010. Actions were also taken during the year by written consent.

The Compensation Committee is currently comprised of Mr. Burke, Mr. Stern, and Mr. Washburn. None of them is or has been an employee of Rentech. The Compensation Committee reviews and approves executive officer compensation and equity grants, administers Rentech’s equity plans, and establishes compensation philosophy for executive officers. The committee met six times during fiscal year 2010. Actions were also taken during the year by written consent.

The Nominating Committee currently consists of Mr. Sega and Mr. Stern. The primary duty of the Committee is to make recommendations to the Board of Directors regarding recruitment of new directors and re-election of incumbent directors. The committee took actions by written consent twice during fiscal year 2010.

Board Leadership and Role in Risk Oversight

Our Board of Directors does not have a policy on whether the offices of Chairman of the Board of Directors and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from among the independent directors. Our Board of Directors believes that it should have the flexibility to make these determinations at any given time in the way that it believes best to provide appropriate leadership for Rentech at that time. Our Board of Directors has reviewed our current Board of Directors’ leadership structure in light of the composition of the Board of Directors, Rentech’s size, the nature of Rentech’s business, Rentech’s peer group and other relevant factors. Considering these factors, Rentech has determined to have a separate Chief Executive Officer and Chairman of the Board. However, our Chairman is not independent (as currently defined in Section 803(A)(2) of the NYSE Amex Company Guide). We have determined that this structure is currently the most appropriate board leadership structure for Rentech. Rentech does not have a lead independent director. Given the size of our Board of Directors, the Board of Directors believes that the presence of six independent directors out of the nine directors, which independent directors sit on the Board’s committees, is sufficient independent oversight of the Chairman and Chief Executive Officer. The independent directors work well together in the current Board structure and the Board of Directors does not believe that selecting a lead independent director would add significant benefits to the Board of Directors’ oversight role at this time.

Rentech faces a variety of risks. An effective risk management system will identify the material risks Rentech faces in a timely manner, communicate necessary information to senior executives and the Board of Directors related to those material risks, implement appropriate and responsive strategies to manage those risks, and integrate the process of risk management into regular decision-making. The Board of Directors has designated the Audit Committee to take the lead in overseeing risk management as the Audit Committee regularly reviews Rentech’s internal audit reports, independent compliance audit reports, regulatory examination reports and financial information of Rentech. In addition to the Audit Committee, the Board of Directors encourages management to promote a corporate culture that incorporates risk management into Rentech strategies and day-to-day operations.

Compensation Discussion and Analysis

Compensation Program Objectives and Executive Summary

The following discussion and analysis describes our compensation objectives and policies as applied to D. Hunt Ramsbottom, our Chief Executive Officer, Dan J. Cohrs, our Chief Financial Officer, Douglas M. Miller, Executive Vice President — Project Development, Harold A. Wright, our Senior Vice President and Chief Technology Officer, Colin M. Morris, our General Counsel and Richard T. Penning, our former Executive Vice President of Commercial Affairs and Technology Development. Messrs. Ramsbottom, Cohrs, Miller, Wright, Morris and Penning are referred to in this proxy statement as the “Named Executive Officers” or “NEOs.” At the end of fiscal year 2010, Mr. Penning no longer served as an executive officer of our Company.

Rentech’s goal is to create value for its shareholders by becoming a global provider of clean energy solutions, through the commercialization of its proprietary technologies for the production of ultra-clean synthetic fuels and chemicals, natural gas substitutes, and electric power from renewable and fossil feedstocks, as well as by maximizing the value of the nitrogen fertilizer plant owned and operated by our subsidiary, Rentech Energy Midwest Corporation, located in East Dubuque. Our technology portfolio includes Rentech’s Fischer-Tropsch process and the Rentech-SilvaGas biomass gasification technology, which we acquired in June 2009 with the acquisition of the SilvaGas Holding Corporation. We offer integrated technology solutions for the conversion of biomass and wastes to syngas and subsequently into clean fuels and electric power. We believe the successful commercialization of our technologies should result in a significant number of opportunities to have our technologies deployed in ultra clean synthetic fuel, power and chemical plants both domestically and internationally. We expect to have our technologies deployed in projects which Rentech develops and owns, as well as projects in which Rentech is solely a technology licensor. We expect that successful commercialization of our technologies will enable Rentech to significantly increase its market capitalization and result in a very substantial increase in revenues, assets, and business complexity.

Rentech’s key operational goals include: developing pioneer commercial-scale synthetic fuels and power projects using the Rentech Process (using biomass feedstocks, fossil feedstocks, or a combination of both) and the Rentech-SilvaGas biomass gasification technology; producing fuels and chemicals at our Product Demonstration Unit, or PDU, to demonstrate that the production of fuels can meet commercial criteria; entering into contracts for the sale of those products; maximizing the value from our nitrogen fertilizer plant in East Dubuque, Illinois through improved product mix and plant reliability; signing license agreements for the use of our technologies; and securing the financing necessary for our working capital needs and for our first commercial scale reactor, and then building our first commercial scale reactor. Our compensation packages are designed to incentivize the achievement of these goals, and to recruit and retain key employees.

We have focused on building an experienced management team that is capable of managing the Company through a period of growth in order to meet our goals. We believe it is important both to retain our key executives and to recruit the additional talent we need to expand the Company. We have made it a policy to hire executives who are not only highly qualified for their positions at our current size, but who also have the skills we believe to be necessary to perform their roles at the same high standard if we are successful in our commercial development, and our company achieves significantly greater size and complexity.

In fiscal year 2007, and again in fiscal year 2010, we retained compensation consulting firms to compare the pay levels of our executives to those in selected groups of peer companies set forth in more detail below. In 2010, we found that our base salaries were above the median of our peers, and that our target total cash compensation was above the peer group median. Our total compensation packages, including long-term incentives, were also found to be above the median of our peer group.

We believe that in our marketplace for talent, each component of compensation, as well as the total compensation package, is significant in our recruitment and retention of talent. Our base salaries are competitive, because they are in line with the median of those paid by our peer companies. Our annual cash bonuses are above the median, and are structured to provide short term incentives that place a focus on specific, defined business objectives for the Company during the year. The majority of those objectives were achieved in fiscal 2010. The Compensation Committee of our Board of Directors approved new long-term incentive awards in fiscal 2008 as well as after the end of fiscal years 2009 and 2010 (the “LTI Awards”) that were structured to reward performance and retain talent. The fiscal 2008 awards are designed to reward both absolute stock price performance and stock price performance relative to that of our peer companies, paying nothing for 25th percentile performance, but offering an opportunity for pay at the 75th percentile for performance at or above the 75th percentile, with a sliding scale for performance between those benchmarks. The Compensation Committee believes that the successful commercialization of the Company’s technologies is critical to the creation of shareholder value, and as a result, the fiscal 2010 awards are designed to reward the achievement of milestones in the financing and development of commercial projects. The fiscal 2011 awards are a combination of time vesting RSUs and stock option awards designed to reward stock price performance and retain management.

Our philosophy is to provide a market-level salary for our executives with the opportunity to exceed market levels for total compensation if short- and long-term performance exceeds expectations. Based on the 2010 evaluation of compensation, the Company believes that the total compensation package for fiscal year 2011 will continue to pay our executives at the median level of the market for average performance, with compensation approximating the 75th percentile of the market for exceptional performance.

Independent Compensation Consultant

During fiscal year 2010, the Compensation Committee, composed of Mr. Stern as Chairman and Messrs. Burke and Washburn, retained Radford, an Aon Hewitt Company, as a new compensation consultant to assist the Committee in formulating and evaluating the executive compensation program for a group of its officers including its NEOs. Rentech pays the fees for the services provided by Radford to the Compensation Committee, which for fiscal year 2010 included:

•

Assisting in the selection of Rentech’s peer group companies and applicable benchmarks;

•

Providing compensation survey data to benchmark NEO compensation;

•

Helping the Compensation Committee interpret compensation data;

•

Advising on the reasonableness and effectiveness of our NEO compensation levels and programs; and

•

Assisting in the review of executive compensation disclosure in this proxy statement.

During fiscal year 2010, fees for all services performed by Radford were than less $120,000.

Peer Group Generation and Comparison Results

Based on discussions among the members of the Compensation Committee, management, and Radford, the Committee determined to develop a new set of peer companies in light of significant market changes, among other factors. Radford recommended the following criteria to establish the compensation peer group for 2010:

•

Companies in the alternative energy space, as well as technology companies with related focus

•

Companies with revenue between $50 million and $550 million

•

Companies with market values between $80 million and $750 million

In addition to the above, Radford also examined employee size, revenue growth, and net income as additional metrics to help determine appropriate peer companies. Finally, in order to establish a peer group sufficient in number of companies, Radford recommended that we expand beyond Rentech’s pure industry focus into the broader, but related, technology industry where we may also compete for talent.

The final group of companies that was reviewed and approved by the Compensation Committee consisted of the following:

Advanced Energy Industries
Broadwind Energy
Cohu, Inc.
Converge, Inc.
Echelon Corp.
EMCORE Corp.
Energy Conversion Devices
EnerNoc Inc.
Evergreen Solar
FormFactor Inc
Fuel Tech
Fuelcell Energy
LSB industries
Maxwell Technologies
MGP ingredients
Satcon Technology
Rudolph Technologies
Ultra Clean Holdings
Vicor Corp
Zoltek

In mid-2010, data were gathered from these peer companies, as well as from published survey data from Radford’s 2010 Global Technology Survey using a data set of public high technology companies with revenue between $50 million and $500 million, on various elements of executive compensation including base salaries, target incentive as a percent of salary, total cash compensation, long-term incentives and total direct compensation.

Rentech’s compensation was found to be above the market median in totality and by components of compensation, yet still within reasonable market practices and in line with our compensation philosophy and strategy. Specifically, Rentech’s base salaries and our target total cash compensation were on average higher than the median of the market data. A comparison of our long-term incentives (“LTIs”) and total direct compensation (base, bonus, and LTI), including annualized grant values from 2006 and part of sign-on equity, was also above the median of the market data. The results of the comparison were used by the Compensation Committee as a factor in considering the level and mix of compensation for the Company’s executives. We have concluded from this that the level of our total compensation was well positioned to attract and retain the type of management team that we believe is necessary to successfully implement our commercialization strategy. We believe that our long term equity strategy closely aligns management’s compensation with the performance of the Company and the return to shareholders. We have developed and implemented a variety of LTI Awards that closely align management’s long term compensation with returns to shareholders, provide incentives to perform better than our peer companies, reward the achievement of specific milestones in the development of commercial projects using our technologies and encourage retention.

Core Components of Executive Compensation

Base Salary

Base salaries for the executive officers at Rentech were set during the hiring process for the executives. The base salaries were again reviewed at the end of 2010. The Board considered data on executives in comparable positions, using a compensation study conducted in 2007, in addition to the above mentioned compensation survey information and their assessment of the Company’s and individual’s performance. Mr. Ramsbottom’s salary was increased 5% to $440,000, effective January 2011, in recognition of his leadership of the Company and to bring his salary closer to the median in relation to the Company’s peer group. Mr. Cohrs salary was increased 4% to $377,500, effective January 2011, in recognition of his effective capital raising efforts on behalf of the Company. Mr. Miller’s salary was not changed. Mr. Wright’s salary was increased 3% to $278,000, effective January 2011, in recognition of the continuing improvements to the Company’s technologies. Mr. Morris’ salary was increased 5% to $248,300, effective January 2011 in recognition of his performance and to bring his base salary closer to the median in relation to the Company’s peer group.

Annual Bonus

Rentech maintains an annual incentive plan for its executive officers. Successful completion of the short-term objectives of the Company are critical in achieving the planned level of growth. Our goals include specific financial targets for REMC. Given the stage of development of our Alternative Energy segment, some of our corporate goals are more focused on technology, financing and development milestones than on traditional incentive plan targets such as financial growth or profitability metrics. The annual incentive plan is designed to reward our executives for successfully taking the immediate steps needed to implement our long-term strategy. The target bonus for the Chief Executive Officer (“CEO”) in his employment agreement is set at 100% of his base salary. The target bonus of our Chief Financial Officer, Dan Cohrs, is set at 60% of his base salary. The targets for the other NEOs in their employment agreements are set at 50% of their respective base salaries. Our practice is to award target bonuses for average performance against goals. Bonuses may range from 0% of target in the case of poor performance to 200% of target in the case of outstanding performance, all at the discretion of the Board of Directors.

In the beginning of each fiscal year, the CEO and other senior officers develop a series of broad objectives for the year. This plan is then reviewed by the Compensation Committee and the Board, which provides substantial input and revisions and sets the goals for the year. The decision on objectives is made by the Board. These goals are then widely distributed among eligible participants.

At the end of the year, management provides the Compensation Committee and the Board with an assessment of the Company’s performance against its goals during the year, including an assessment of any key accomplishments that were incremental to those included in the goals for the year. In addition, the CEO develops a scorecard that summarizes performance for each of his direct reports compared to the goals set by the Board, with each goal ranked on a scale from zero (did not meet) to two (exceptional performance). Management’s assessment and the scorecard are reviewed by the Compensation Committee and the Board, and modified as appropriate in their discretion. Final bonus payments for the CEO and the other executives are determined based on a combination of Company performance compared to goals and the individual’s contributions to the Company’s overall success during the year, as determined by the CEO, the Compensation Committee and the Board. The bonuses may range from 0% of target to 200% of target depending on performance and the discretionary determination of the Board. The decision as to the level of executive bonuses is made by the Compensation Committee and the Board.

In fiscal 2010, we had the following goals and results:

	1.		Goal: A continued strong safety record at our facilities with an OSHA recordable rate at or below a target rate.
			Performance: We performed better than this goal. We completed fiscal year 2010 with an OSHA recordable rate of 3.8 recordable incidents for every 200,000 hours worked at the Company’s facilities, which is well below the industry average for comparable operations.
	2.		Goal: Financial performance expectations including a) consolidated EBITDA of approximately $(8) million and REMC EBITDA of approximately $34 million, and b) a consolidated cash balance at the end of the fiscal year reflecting cash spending in line with our approved budget at both REMC and within our Alternative Energy Segment.
			Performance: We fell short of the stated goals for consolidated EBITDA and cash balances. REMC’s EBITDA for fiscal 2010 was $32 million, and consolidated EBITDA was approximately ($14) million. Consolidated cash at the end of the year of approximately $26 million was below the target. Cash spending within our alternative energy segment was better than the target.
	3.		Goal: Raise net capital proceeds sufficient to fund our budgeted activities and provide a year-end cash cushion.
			Performance: As of the end of the fiscal year, we had raised approximately $43 million of net capital, which was below our goal. In November 2010 we raised additional net capital of approximately $51 million, which, when combined with the capital previously raised, exceeded the amount of our goal for capital proceeds.
	4.		Goal: Successful operation of the PDU during 2010 that is within the approved budget and that meets or exceeds performance criteria targets measured by the cost of catalyst used per barrel of product produced.
			Performance: The PDU operated within budget during fiscal 2010. The goals regarding catalyst usage were not met during fiscal year 2010.
	5.		Goal: For the Rialto Project, negotiate and sign a contract with a qualified engineering firm for front-end engineering and design (FEED).
			Performance: We signed the contract for FEED for the Rialto Project, engaged the contactor, and completed scheduled FEED activities during the fiscal year.
	6.		Goal: Generate revenue from engineering services and licensing of our technologies that contributes to EBITDA.
			Performance: We did not meet our goal for licensing and engineering revenue.
	7.		Goal: Other factors and accomplishments in fiscal year 2010 incremental to the stated goals, which contribute to the success of the Company, as determined in the discretion of the Compensation Committee and the Board at the end of the year.

Performance: We achieved a number of important commercial and technology-related milestones during fiscal year 2010 including, among others:

	•		A commercial flight by United Airlines using a 60/40 blend of traditional jet fuel with RenJet produced at our PDU.
	•		Arranging for 100% RenDiesel fuel to be used in the Green Car Journal’s 1000-mile drive of two Audi A3 TDIs through California, in conjunction with recognition of the Audi A3 TDI as the Green Car of the Year ® .
	•		Validation of our integrated technologies for production of RenDiesel and renewable power from biomass by a study performed by an independent engineer for potential lenders.
	•		Receipt of a $23 million grant from the Department of Energy by our partner, ClearFuels Technology Inc., to build a biomass gasifier at our PDU and integrate the operations to produce synthetic fuels from biomass feedstocks.

The Compensation Committee then considered both the Company’s performance against these goals, as well as the individual contributions of the executives toward achieving these goals. The Compensation Committee then determined the bonus amounts for the NEOs in its discretion with the approval of the Board.

For fiscal 2010, the bonuses as a percentage of the target bonuses were as follows: for Mr. Ramsbottom 85% of his target bonus, for Mr. Cohrs 85% of his target bonus, for Mr. Miller 70% of his target bonus, for Mr. Wright 85% of his target bonus, and for Mr. Morris 85% of his target bonus. Mr. Penning left the Company during fiscal year 2010 and received a target bonus pursuant to the severance terms of his employment agreement. The Board determined that the executive bonuses should be below targeted amounts due to the fact that, although some goals were achieved, some key goals such as revenue from licensing our technologies were not achieved; that other goals were achieved, but after the end of the fiscal year; and that accomplishments in addition to the stated goals were not sufficient to outweigh the shortfalls or lateness in achieving some of the stated goals. Mr. Ramsbottom’s bonus reflected the overall performance of the Company as discussed above, his significant individual contributions in continuing the implementation of the renewable energy strategy, and his leadership of the Company through a very difficult economic period. Mr. Cohrs’ bonus reflected his role in improving the financial management and liquidity of the Company, and in providing executive leadership to the development of the Rialto Project. Mr. Miller’s bonus reflected his performance in developing and implementing the Company’s renewable energy strategy. Mr. Wright’s bonus reflected his continued strong leadership of the Company’s technology development function, and his role in the ClearFuels project. Mr. Morris’s bonus reflected the high quality of the legal work necessary in every function of the Company.

The specific goals for the Company in fiscal year 2011 are designed to move the implementation of the Company’s strategy to the next steps required to commercialize our technology. The Board believes that the 2011 goals are challenging and are increasingly based on quantitative performance measures. Some of the goals set by the Board include proprietary information that, if disclosed, might create a competitive disadvantage or otherwise negatively affect the performance of Rentech in the marketplace. Therefore, the description of the goals below do not include some information contained in the goals determined by the Board. The following is an overview of the goals.

	1.		A continued strong safety record at our facilities with an OSHA recordable rate at or below a target rate.
	2.		Performance expectations including specific targets for consolidated EBITDA, REMC’s EBITDA, consolidated capital expenditures, and production of products by REMC.
	3.		Raise capital proceeds sufficient to fund our budgeted activities and provide a year-end cash cushion.
	4.		Successful operation of the PDU during 2011 that meets or exceeds performance criteria aimed at improving the economic efficiency of the Rentech Process.
	5.		Construction and integration of the ClearFuels Gasifier at the PDU on schedule.
	6.		Achieve financing milestones for the Rialto Project or alternate project and development milestones for an additional project.
	7.		Other factors which contribute to the success of the Company as determined by the Board.

Long-Term Incentive Equity Awards

We have designed the Company’s long term equity strategy to include a variety of equity awards with different vesting schedules intended to closely align management’s compensation with the performance of the Company and the return to shareholders. We have developed and implemented LTI Awards that vest based on returns to shareholders, stock performance that is better than peer companies, the achievement of specific milestones in the development of commercial projects using our technologies and that encourage retention.

In fiscal year 2008, the Compensation Committee of the Board of Directors approved LTI Awards for a group of its officers including its named executive officers at that time. The awards are comprised of performance shares and RSUs with a combination of performance vesting and time-based vesting provisions. The awards are intended to balance the goals of retention, equity ownership and performance. The goals for the performance share plan are expected to provide for maximum payout only if the Company has relative performance at or above the 75th percentile of other companies in the industry and a significant absolute share price increase. The performance-based elements of the plan are expected to provide for no payout at all for performance at or below the 25th percentile of the peer group and an absolute share price increase below a threshold. The performance metrics are based on absolute share price appreciation and total shareholder return in order to closely align the return to the Company’s shareholders with management compensation. The following are summary descriptions of the performance share awards:

•

Under the absolute share price target award, zero to 100 percent of the performance stock vests on April 1, 2011, with the final vesting amount dependent on the Company’s volume weighted average stock price falling within a share price target range. The Company’s volume weighted stock price must be greater than $2.00 per share on April 1, 2011 for any shares to vest, and the amount of shares that vests increases pro-rata for a price greater than $2.00 up to a maximum vesting at $4.00.

•

Under the total shareholder return award, zero to 100 percent of the performance stock vests on April 1, 2011, with the final vesting amount dependent on the Company’s total shareholder return ranking relative to the total shareholder return from April 1, 2008 until April 1, 2011 for a peer group developed in fiscal year 2007 by the Compensation Committee in consultation with Watson Wyatt and management comprised of Methanex Corp., Tera Industries, Inc., Aventine Renewable Energy, Headwaters, Inc., Verasun Energy Corp., MGP Ingredients, Inc., Pacific Ethanol, Inc., Energy Conversion Devices, Inc., Fuel Tech., Inc., Ballard Power Systems, Inc., Evergreen Energy, Inc. and Fuelcell Energy, Inc. The Company’s ranking must be greater than the 25th percentile on April 1, 2011 for any shares to vest, and the amount of shares that vests increases pro-rata for a ranking greater than the 25th percentile up to a maximum vesting at the 75th percentile.

•

Both performance share awards are subject to the recipient’s continued employment with the Company, with vesting in a change of control and upon certain terminations without cause.

The LTI Awards in fiscal year 2008 also included a management stock purchase plan in which a portion of each participant’s cash bonus award was allocated to purchase vested RSUs at the fair market value of the Company’s stock price on the date of grant. The Company then matched the participant’s purchase with an equal number of RSUs that cliff vest on April 1, 2011, subject to the recipient’s continued employment with the Company. Pursuant to the Company’s management stock purchase plan, twenty-five percent (25%) of the cash bonus awards for the NEOs in fiscal year 2008 was allocated to purchase vested RSUs, but the RSUs and the Company matching RSUs were not granted until November 2009. The cash bonus amounts allocated to purchase the RSUs were reported as compensation for fiscal year 2008. The number of RSUs awarded was equal to the number that would have been awarded had the grants been made on schedule in the spring of 2009, plus a matching contribution by the Company of eighty percent (80%) of the amounts purchased with the amounts allocated from the cash bonuses. The Company matching RSUs vest on November 3, 2012, subject to the recipient’s continued employment with the Company.

The final portion of the equity awards granted in fiscal year 2008 vest over a three year period with one-third of the shares underlying the RSUs vesting on the first three anniversaries of April 1, 2008, subject to the recipient’s continued employment with the Company.

The Compensation Committee and the Board of Directors approved LTI awards for a group of its officers including its named executive officers in November 2009. The awards include both RSUs that may vest upon the achievement of certain performance targets, and RSUs that vest over time. The awards are intended to balance the objectives of retention, equity ownership by management, and achievement of performance targets. Vesting of the performance awards is tied to milestones related to the development, construction and operation of the Company’s proposed renewable synthetic fuels and power project in Rialto, California or another comparable project designated by the Compensation Committee. We believe the successful implementation of our technologies in a commercial scale plant will significantly enhance the ability of the Company to deploy its technologies in additional plants and result in a significant increase in the value of the Company. Under the performance vesting awards, sixty percent (60%) of the performance-based RSUs vest upon the closing of financing for the project, twenty percent (20%) vest upon completion of construction and initial operation of the project facility and twenty percent (20%) vest upon sustained operation of the project facility. The Compensation Committee may also designate additional performance vesting milestones in the awards. The performance vesting awards are subject to the recipient’s continued employment with the Company, provided that a recipient’s award may vest with respect to a milestone that is achieved within six months of (i) termination without cause related to a change in control or (ii) death or disability. All unvested RSUs expire five years after the date of grant.

The long-term incentive equity awards granted in November 2009 also include a time vesting RSU award that vests over a three year period with one-third of the RSUs vesting on each of the first three anniversaries of November 17, 2009. The time vesting awards are subject to the recipient’s continued employment with the Company, provided that a recipient’s award may vest upon (i) termination without cause related to a change in control or (ii) death or disability.

In fiscal year 2009, ten percent (10%) of the cash bonus awards for the NEOs was allocated to purchase vested RSUs in December 2009 pursuant to the management stock purchase plan. The Company matched these awards with an equal number of RSUs that vest on December 10, 2012, subject to the recipient’s continued employment with the Company.

During fiscal year 2010, the Company issued a total of approximately 6,795,000 performance shares and RSUs to members of management, including the NEOs, composed of the following:

Type of Award		Number of Awards
Performance awards			3,650,000
Time-vested awards			2,155,000
Management stock purchase plan awards			534,000
Company matching of management stock purchase plan awards			456,000
Total			6,795,000

During fiscal year 2011, the Company issued a total of approximately 4,668,000 RSUs and stock options to members of management, including the NEOs. There were approximately 1,645,000 and 3,023,000 of RSUs and stock options, respectively. The awards vest over a three year period with one-third of the awards vesting on each of the first three anniversaries of October 4, 2010. The awards are subject to the recipient’s continued employment with the Company, provided that a recipient’s award may vest upon (i) termination without cause related to a change in control or (ii) death or disability. The awards are designed to carefully balance the concept of providing equity ownership to management, while aligning shareholder returns with management compensation.

There were no shares allocated to the management stock purchase program in conjunction with the awards granted in fiscal year 2011.

Benefits and Perquisites

As part of the compensation package, Rentech provides its executives, including its NEOs, with a car allowance and a financial advisor. Health insurance and a 401(k) matching program are programs provided to all employees. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. The Compensation Committee does not believe that perquisites should play an important role in the compensation of our executives, but also believes that the personal benefits are not a material component of our executive compensation program and are reasonable and in line with those provided to similarly-situated executives in our field.

Employment Contracts

Rentech has entered into employment agreements with certain members of executive management, which provide severance and other benefits, including continuation of healthcare coverage upon termination by us without cause, non-renewal of the executive’s employment agreement or resignation by the executive for good reason, including in certain circumstances, in connection with a change of control. We believe that terminations of employment, both within and outside of the change in control context, are causes of great concern and uncertainty for senior executives and that providing protections to our named executives in these contexts is therefore appropriate in order to alleviate these concerns, and to enable and encourage the executives to focus their attention on their duties and responsibilities to the Company in all situations. In addition, we believe that change in control and severance benefits are essential in order to fulfill our objective of attracting and retaining key managerial talent. The industry in which we operate is very volatile and acquisitive, and we feel that these contracts provide our executive team with an adequate level of security in their roles in such an environment. As of September 30, 2010, Rentech had entered into employment agreements with Messrs. Ramsbottom, Cohrs, Miller, Wright and Morris. Mr. Penning did not serve as an executive officer as of that date, but he received severance payments under the terms of his employment agreement.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code

Generally, Section 162(m) of the Internal Revenue Code disallows a tax deduction to any publicly-held corporation for any individual remuneration in excess of $1 million paid in any taxable year to its chief executive officer and each of its other named executive officers, other than its chief financial officer. However, remuneration in excess of $1 million may be deducted if, among other things, it qualifies as “performance-based compensation” within the meaning of the Internal Revenue Code. We do not have a formal policy with respect to Section 162(m) and in some events may award compensation that is not exempt from Section 162(m).

Section 280G of the Internal Revenue Code

Section 280G of the Internal Revenue Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Section 4999 of the Internal Revenue Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Internal Revenue Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, our compensation committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Internal Revenue Code. However, our compensation committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Internal Revenue Code and the imposition of excise taxes under Section 4999 of the Internal Revenue Code when it believes that such arrangements are appropriate to attract and retain executive talent.

Under their employment agreements, each named executive officer is entitled to gross-up payments that will make the executive whole in the event that any excise taxes are imposed on him. We have historically provided these protections to our senior executives to help ensure that they will be properly incentivized in the event of a potential change in control of the Company to maximize shareholder value in a transaction while minimizing concern for potential consequences of the transaction to these executives.

Section 409A of the Internal Revenue Code

Section 409A of the Internal Revenue Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Internal Revenue Code.

Accounting for Stock-Based Compensation

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options, restricted stock, RSUs and other equity-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. Our compensation committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, the Compensation Committee determined that the Compensation Discussion and Analysis should be included in this proxy statement.

Edward M. Stern, Chairman
Michael S. Burke
Halbert S. Washburn

Compensation Committee Interlocks and Insider Participation

During fiscal year 2010, the following individuals served as members of the Compensation Committee: Michael S. Burke, Halbert S. Washburn, and Edward M. Stern. None of these individuals has ever served as an officer or employee of the Company or any of its subsidiaries. No executive officer of the Company has served as a director or member of the compensation committee of another entity at which an executive officer of such entity is also a director of the Company.

Executive Compensation

The following table summarizes the compensation for the fiscal years ended September 30, 2010, 2009 and 2008 for each of the following: (i) our chief executive office (principal executive officer), (ii) our chief financial officer (principal financial officer), and (iii) our three next most highly compensated executive officers as of September 30, 2010.

																						Non-				Change in
																						Equity				Pension
																						Incentive				Value and
																						Plan				Deferred				All Other
														Stock				Option				Compen-				Compen-				Compen-
						Salary				Bonus				Awards				Awards				sation				sation				sation				Total
Name		Year				($)				($)(1)				($)(2)				($)(2)				($)				($)				($) (3)				($)
D. Hunt Ramsbottom, Chief Executive Officer			2010			$	419,000			$	356,150			$	1,289,725			$					—				—			$	31,275			$	2,096,150
			2009			$	417,500			$	452,520			$	—			$	—				—				—			$	30,630			$	900,650
			2008			$	381,601			$	309,750			$	860,435			$	—				—				—			$	27,100			$	1,578,886
Dan J. Cohrs, Chief Financial Officer (4)			2010			$	361,075			$	186,150			$	857,937			$	—				—				—			$	44,138			$	1,449,300
			2009			$	296,500			$	249,480			$	187,339			$	—				—				—			$	62,628			$	795,947
Douglas M. Miller, Executive Vice President, Project Development			2010			$	351,500			$	123,025			$	658,229			$					—				—			$	40,716			$	1,173,470
			2009			$	351,500			$	158,175			$	—			$	—				—				—			$	40,525			$	550,200
			2008			$	312,874			$	105,450			$	273,360			$	—				—				—			$	38,699			$	730,383
Richard T. Penning, Executive Vice President, Technology and Commercial Affairs (5)			2010			$	293,400			$	146,700			$	645,527			$	—				—				—			$	71,541			$	1,157,168
			2009			$	293,400			$	112,230			$	—			$	—				—				—			$	93,878			$	499,508
			2008			$	268,343			$	71,513			$	231,660			$	—				—				—			$	97,821			$	669,337
Harold A. Wright, Senior Vice President and Chief Technology Officer			2010			$	266,700			$	114,750			$	452,553			$					—				—			$	21,749			$	855,752
			2009			$	256,800			$	127,125			$	—			$	—				—				—			$	21,899			$	405,824
			2008			$	242,494			$	105,938			$	249,172			$	—				—				—			$	22,894			$	620,498
Colin M. Morris, General Counsel			2010			$	234,750			$	100,515			$	411,292			$					—				—			$	36,640			$	783,197
			2009			$	229,500			$	113,580			$	—			$	—				—				—			$	37,471			$	380,551
			2008			$	210,757			$	86,063			$	242,118			$	—				—				—			$	28,847			$	567,785

Perquisites

		Auto				Other				Financial &
Name		Allowance				Payments				Tax Planning				Total
D. Hunt Ramsbottom		$	14,400				—			$	16,875			$	31,275
Dan J. Cohrs		$	12,000				—			$	16,875			$	28,875
Douglas M. Miller		$	12,000				—			$	16,875			$	28,875
Richard T. Penning		$	9,000			$	35,510	(1)		$	16,875			$	61,385
Harold A. Wright		$	12,000				—				—			$	12,000
Colin M. Morris		$	12,000				—			$	16,875			$	28,875

Grants of Plan-Based Awards

The following table sets forth information with respect to the NEOs concerning the grant of plan-based awards during the last fiscal year.

																																						All Other
																																		All Other				Option								Grant
										Estimated Future												Estimated Future												Stock				Awards:				Exercise or				Date
										Payouts Under Non-Equity												Payouts Under Equity												Awards:				Number of				Base Price of				Closing				Grant
						Equity or				Incentive Plan Awards												Incentive Plan Awards												Number of				Securities				Option				Market				Date
		Grant				Non-Equity				Threshold				Target				Maximum				Threshold				Target				Maximum				Shares of Stock				Underlying				Awards				Price				Fair Value
Name		Date				Award				($)				($)				($)				(#)				(#)				(#)				or Units (#)				Options (#)				($ per Share)				Per Share				($) (1)				Notes
D. Hunt Ramsbottom			11/17/09			Equity					—				—				—				—				1,000,000				1,000,000				—				—				—			$	1.25			$	980,292			(2)
D. Hunt Ramsbottom			11/17/09			Equity					—				—				—				—				—				—				225,000				—				—			$	1.25			$	191,604			(3)
D. Hunt Ramsbottom			11/3/09			Equity					—				—				—				—				—				—				133,226				—				—			$	1.35			$	92,086			(4)
D. Hunt Ramsbottom			12/10/09			Equity					—				—				—				—				—				—				29,751				—				—			$	1.69			$	25,743			(5)
Dan J. Cohrs			11/17/09			Equity					—				—				—				—				700,000				700,000				—				—				—			$	1.25			$	686,205			(2)
Dan J. Cohrs			11/17/09			Equity					—				—				—				—				—				—				185,000				—				—			$	1.25			$	157,540			(3)
Dan J. Cohrs			12/10/09			Equity					—				—				—				—				—				—				16,402				—				—			$	1.69			$	14,192			(5)
Douglas M. Miller			11/17/09			Equity					—				—				—				—				500,000				500,000				—				—				—			$	1.25			$	490,146			(2)
Douglas M. Miller			11/17/09			Equity					—				—				—				—				—				—				150,000				—				—			$	1.25			$	127,736			(3)
Douglas M. Miller			11/3/09			Equity					—				—				—				—				—				—				45,355				—				—			$	1.35			$	31,349			(4)
Douglas M. Miller			12/10/09			Equity					—				—				—				—				—				—				10,399				—				—			$	1.69			$	8,998			(5)
Richard Penning			11/17/09			Equity					—				—				—				—				500,000				500,000				—				—				—			$	1.25			$	490,146			(2)(6)
Richard Penning			11/17/09			Equity					—				—				—				—				—				—				150,000				—				—			$	1.25			$	127,736			(3)(6)
Richard Penning			11/3/09			Equity					—				—				—				—				—				—				30,758				—				—			$	1.35			$	21,260			(4)(6)
Richard Penning			12/10/09			Equity					—				—				—				—				—				—				7,379				—				—			$	1.69			$	6,385			(5)(6)
Harold A. Wright			11/17/09			Equity					—				—				—				—				350,000				350,000				—				—				—			$	1.25			$	343,102			(2)
Harold A. Wright			11/17/09			Equity					—				—				—				—				—				—				100,000				—				—			$	1.25			$	85,158			(3)
Harold A. Wright			11/3/09			Equity					—				—				—				—				—				—				22,782				—				—			$	1.35			$	15,747			(4)
Harold A. Wright			12/10/09			Equity					—				—				—				—				—				—				9,876				—				—			$	1.69			$	8,546			(5)
Colin M. Morris			11/17/09			Equity					—				—				—				—				300,000				300,000				—				—				—			$	1.25			$	294,088			(2)
Colin M. Morris			11/17/09			Equity					—				—				—				—				—				—				100,000				—				—			$	1.25			$	85,158			(3)
Colin M. Morris			11/3/09			Equity					—				—				—				—				—				—				37,016				—				—			$	1.35			$	25,585			(4)
Colin M. Morris			12/10/09			Equity					—				—				—				—				—				—				7,467				—				—			$	1.69			$	6,461			(5)

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information with respect to the NEOs, concerning the outstanding equity awards as of September 30, 2010.

		Option Awards																				Stock Awards
										Equity																				Equity
										Incentive																				Incentive				Equity Incentive
										Plan Awards:																Market				Plan Awards:				Plan Awards:
		Number of				Number of				Number of												Number				Value				Number of				Market or
		Securities				Securities				Securities												of Shares or				of Shares or				Unearned				Payout
		Underlying				Underlying				Underlying												Units of				Units of				Shares, Units				Value of Unearned
		Unexercised				Unexercised				Unexercised				Option								Stock				Stock				or				Shares, Units or
		Options				Options				Unearned				Exercise				Option				that have not				that have not				Other Rights				Other Rights
		(#)				(#)				Options				Price				Expiration				Vested				Vested				that have not				that have not
Name		Exercisable				Unexercisable				(#)				($)				Date				(#)				($) (1)				Vested (#)				Vested ($)(1)				Notes
D. Hunt Ramsbottom			250,000				—				—			$	4.15				7/13/2016				—				—				—				—				(2)
			—				—				787,500			$	1.82				(3	)			—				—				—				—				(3)
			—				—				—				—				—				57,687			$	57,110				—				—				(4)
			—				—				—				—				—				50,000			$	49,500				—				—				(5)
			—				—				—				—				—				—				—				175,000			$	173,250				(6)
			—				—				—				—				—				—				—				175,000			$	173,250				(7)
			2,082,500				—				—			$	1.82				(8	)			—				—				—				—				(8)
			—				—				—				—				—				—				—				1,000,000			$	990,000				(10)
			—				—				—				—				—				225,000			$	222,750				—				—				(11)
			—				—				—				—				—				133,226			$	131,894				—				—				(12)
			—				—				—				—				—				29,751			$	29,453				—				—				(13)
Dan J. Cohrs			—				—				—				—				—				216,667			$	214,500				—				—				(9)
			—				—				—				—				—				—				—				55,250			$	54,698				(6)
			—				—				—				—				—				—				—				55,250			$	54,698				(7)
			—				—				—				—				—				—				—				700,000			$	693,000				(10)
			—				—				—				—				—				185,000			$	183,150				—				—				(11)
			—				—				—				—				—				16,402			$	16,238				—				—				(13)
Douglas M. Miller			130,000				—				—			$	4.15				7/13/2016				—				—				—				—				(2)
			—				—				—				—				—				12,665			$	12,538				—				—				(4)
			—				—				—				—				—				19,834			$	19,636				—				—				(5)
			—				—				—				—				—				—				—				55,250			$	54,698				(6)
			—				—				—				—				—				—				—				55,250			$	54,698				(7)
			—				—				—				—				—				—				—				500,000			$	495,000				(10)
			—				—				—				—				—				150,000			$	148,500				—				—				(11)
			—				—				—				—				—				45,355			$	44,901				—				—				(12)
			—				—				—				—				—				10,399			$	10,295				—				—				(13)
Harold A. Wright			—				—				—				—				—				16,933			$	16,764				—				—				(4)
			—				—				—				—				—				18,666			$	18,479				—				—				(5)
			—				—				—				—				—				—				—				42,000			$	41,580				(6)
			—				—				—				—				—				—				—				42,000			$	41,580				(7)
			—				—				—				—				—				—				—				350,000			$	346,500				(10)
			—				—				—				—				—				100,000			$	99,000				—				—				(11)
			—				—				—				—				—				22,782			$	22,554				—				—				(12)
			—				—				—				—				—				9,876			$	9,777				—				—				(13)
Colin M. Morris			75,000				—				—			$	4.15				7/13/2016				—				—				—				—				(2)
			—				—				—				—				—				15,644			$	15,488				—				—				(4)
			—				—				—				—				—				16,334			$	16,171				—				—				(5)
			—				—				—				—				—				—				—				45,500			$	45,045				(6)
			—				—				—				—				—				—				—				45,500			$	45,045				(7)
			—				—				—				—				—				—				—				300,000			$	297,000				(10)
			—				—				—				—				—				100,000			$	99,000				—				—				(11)
			—				—				—				—				—				37,016			$	36,646				—				—				(12)
			—				—				—				—				—				7,467			$	7,392				—				—				(13)