Interim Chief Executive Officer Agreement

In connection with Mr. Johnstons appointment as the Companys
Interim Chief Executive Officer, the Company has entered into an
Interim Chief Executive Officer Agreement (the Interim CEO
Agreement) with Mr. Johnston, dated as of May 15, 2017 (the
Effective Date). to the Interim CEO Agreement, Mr. Johnston will
serve as Interim Chief Executive Officer until the earlier to
occur of (i) the one-year anniversary of the Effective Date, or
(ii) the date on which a permanent Chief Executive Officer
commences employment with the Company, unless earlier terminated
in accordance with the terms of the Interim CEO Agreement. Mr.
Johnston shall be entitled to receive an annual salary of
$1,000,000, and will be entitled to earn a cash bonus of up to
$1,000,000 determined by the Companys Human Resources and
Compensation Committee. Mr. Johnston will receive reasonable
housing, travel and automobile reimbursement and he will be
provided with vacation and other benefits and programs
commensurate with those provided to other senior executive
employees of the Company.

In the event Mr. Johnstons employment is terminated by the
Company without cause or if he resigns with good reason (in each
case as defined in the Interim CEO Agreement), Mr. Johnston will
be entitled to accrued benefits and continuation of his base
salary for the remainder of the term.

The Interim CEO Agreement also subjects Mr. Johnston to certain
non-competition and non-solicitation covenants.

The foregoing description of the Interim CEO Agreement is
qualified in its entirety by reference to the full text of the
Interim CEO Agreement which is included as Exhibit 10.1 hereto
and incorporated herein by reference.

First Amendment to Amended and Restated Employment Agreement

In connection with Mr. Caseys retirement from the position of
Chief Executive Officer, effective as of May 15, 2017, the
Company and Mr. Casey entered into a first amendment (the
Amendment) to the amended and restated employment agreement dated
as of August 14, 2014, by and between Mr. Casey, the Company and
Tronox LLC (the Employment Agreement). to the Amendment, the
definition of retirement included in the Employment Agreement was
revised so that Mr. Casey could exercise his right to retire at
or after age 65 by retiring from the position of Chief Executive
Officer of the Company, and if so desired by Mr. Casey and the
Company, continuing to serve as the Companys Chairman of the
Board of Directors. All other terms and conditions set forth in
the Employment Agreement remain in full force and effect.

The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment which is
included as Exhibit 10.2 hereto and incorporated herein by
reference.

Retirement Agreement

In connection with Mr. Caseys retirement as the Companys Chief
Executive Officer, the Company entered into a retirement
agreement with Mr. Casey, dated as of May 15, 2017 (the
Retirement Agreement). to the Retirement Agreement, the Company
and Mr. Casey agreed that Mr. Caseys retirement shall be
effective as of May 15, 2017 (the Effective Date), and that Mr.
Casey shall continue to serve as Chairman of the Board commencing
on the Effective Date. The Retirement Agreement provides for an
annual salary of $600,000, and further provides that Mr. Casey
shall continue to serve as Chairman until the earlier of such
time as Mr. Casey voluntarily elects to resign; is removed by the
Board of the Company; or is no longer able to serve due to death
or disability.

The foregoing description of the Retirement Agreement is
qualified in its entirety by reference to the full text of the
Retirement Agreement which is included as Exhibit 10.3 hereto and
incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.