2001 STOCK OPTION PLAN
ESTABLISHMENT AND PURPOSE
1.1 Establishment. Rentech, Inc., a Colorado corporation ("Company"), hereby establishes a stock option plan
for key employees, directors, and consultants providing material services to the Company, as described herein,
which shall be known as the "2001 Stock Option Plan" (the "Plan"). It is intended that certain of the options
issued to employees pursuant to the Plan may constitute incentive stock options within the meaning of Section
422A of the Internal Revenue Code and that other options issued pursuant to the Plan shall constitute
nonstatutory options. The Board of Directors shall determine which options are to be incentive stock options and
which are to be nonstatutory options and shall enter into option agreements with recipients accordingly.
1.2 Purpose. The purpose of this Plan is to enhance shareholder investment by attracting, retaining and motivating
key employees, directors and consultants of the Company, and to encourage stock ownership by such persons
by providing them with a means to acquire a proprietary interest in the Company's success, and to align the
interests of management with those of shareholders.
2.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below,
unless the context clearly requires otherwise, and when said meaning is intended, the term shall be capitalized.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Committee provided by Article IV hereof, which may be created at the discretion
of the Board.
(d) "Company" means Rentech, Inc., a Colorado corporation.
(e) "Consultant" means any person or entity, including a Parent Corporation or a Subsidiary Corporation, that
provides services (other than as an Employee) to the Company, a Parent Corporation or a Subsidiary
Corporation, and sh