Employment Agreement dated as of March 18, 2021 by and between the Company and Mr. John D. Romano

Termination for Any Reason.  Upon termination of your employment with the Company for any reason, you will receive payment for any unpaid Annual Base Salary through the date of termination; any Annual Bonus earned but unpaid with respect to a performance period ending on or preceding the date of termination; reimbursement for any unreimbursed business expenses incurred through the date of termination; payment for any accrued but unused vacation time and sick time;  and all other vested payments, benefits or fringe benefits to which you may be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively the “Accrued Benefits”).

Termination Without Cause or Resignation for Good Reason Prior to a Change in Control.  Except as provided in the paragraph immediately below, if your employment with the Company is terminated without Cause or you resign for Good Reason, in addition to the Accrued Benefits, the Company will pay or provide you with the following: (i)(A) an aggregate dollar amount equal to the product of (x) 2.0 multiplied by (y) the sum of (I) your Annual Base Salary in effect immediately prior to your termination of employment or the occurrence of Good Reason (whichever is higher) plus (II) the Target Bonus, payable in cash in equal installments over the 24 month period immediately following the date of termination of employment; (B) reimbursement (on an after-tax basis) of all of your premiums for continuing your health care coverage and the coverage of your dependents who are covered at the time of your termination or resignation, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for a period ending on the earlier of the date that is eighteen (18) months after the date of termination or resignation or the date on which you become eligible to be covered by the health care plans of another employer (“COBRA Continuation”); (C) a pro-rata portion of your Annual Bonus for the fiscal year in which your termination occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that you are employed by the Company and the denominator of which is 365), payable at the same time bonuses for such year are paid to other senior executives of the Company (the “Pro-Rata Bonus”) (collectively, “Severance Payments”) and (ii) with respect to any unvested equity-based incentive awards, such awards shall continue to be governed by the terms of the applicable plan and award agreement under which they were granted; provided that, to the extent such terms or concepts are included in any such plan or award agreement, the definitions of “Cause” and “Good Reason” set forth herein shall apply and control. The Company’s obligation to make Severance Payments is conditioned upon your execution and delivery of the Release (as defined herein). The Company will commence payment (or reimbursement) of the Severance Payments 60 days following the date of termination of your employment, provided that prior to such date, the Release has become effective in accordance with its terms. The first payment will include a catch-up payment covering the amount that would have otherwise been paid during the period between the date of your termination of employment and the first payment date but for the application of the preceding sentence, and the balance of the installments will be payable in accordance with the schedule set forth herein. In the event of your death prior to payment in full of the Severance Payments, the Company shall pay your estate the remaining unpaid Severance Payments.

Termination Following a Change in Control.  If, at any time during the 90 day period preceding, or 24 month period following, a Change in Control, your employment with the Company is terminated without Cause or you resign for Good Reason, in addition to the Accrued Benefits, the Company will pay or provide you with the following: (i)(A) an aggregate dollar amount equal to the product of (x) 3.0 multiplied by (y) the sum of (I) your Annual Base Salary in effect immediately prior to your termination of employment or the occurrence of Good Reason (whichever is higher) plus (II) the Target Bonus, payable as follows: (1) if the Change in Control is also a “change in control event” for purposes of Code Section 409A, the amount in this clause (i)(A) will be paid in a single lump sum within the 60-day period following the date your employment ends (or if later, the date of such Change in Control) or (2) if the Change in Control does not constitute a “change in control event” for purposes of Code Section 409A, the amount in this clause (i)(A) will be paid in equal installments over the 24 month period immediately following the date of termination of employment; (B) COBRA Continuation; (C) the Pro-Rata Bonus (collectively, “CIC Severance Payments”) and (ii)(A) with respect to any unvested equity-based incentive awards subject to time-based vesting, you will immediately become fully vested in, and all options shall immediately become exercisable or cash or shares will be immediately settled or distributed with respect to, all such awards, and (B) with respect to any unvested equity-based incentive awards subject to performance-based vesting, you will vest in, and options shall become exercisable, or cash or shares will be settled or distributed, assuming performance at target levels applicable to all such awards had been achieved (regardless of actual performance) (collectively, “CIC Equity Vesting”). The Company’s obligation to make CIC Severance Payments or provide the CIC Equity Vesting is conditioned upon your execution and delivery of the Release. To the extent any equity grant agreement or other agreement between the Company and you contains provisions accelerating the vesting of unvested equity awards upon a Change in Control (or similar term) or termination of your employment without Cause or a resignation for Good Reason that are more favorable to you than the CIC Equity Vesting, then the vesting provisions of such equity grant or other agreement will govern. The Company will commence payment (or reimbursement, to the extent required by Code Section 409A) of the Severance Payments 60 days following the date of termination of your employment, provided that prior to such date, the Release has become effective in accordance with its terms. The first payment will include a catch-up payment covering the amount that would have otherwise been paid during the period between the date of your termination of employment and the first payment date but for the application of the preceding sentence, and the balance of the installments will be payable in accordance with the schedule set forth herein. In the event of your death prior to payment in full of the CIC Severance Payments, the Company shall pay your estate the remaining unpaid CIC Severance Payments. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by you as a result of employment by a subsequent employer, except to the limited extent provided with respect to COBRA Continuation.

Definition of Confidential Information.  As used in this Agreement, “Confidential Information” includes, but is not limited to, any type of trade secret or other information, whether in hard-copy or electronic format or communicated orally, relating to the business of the Company that you acquire or have acquired through employment with the Company, and that has value such that the Company designates or treats the information as confidential through its policies, procedures and/or practices. Confidential Information is limited to information that is not generally known to competitors or that is not in the public domain through lawful means. Confidential Information does not include information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made in breach of a duty of confidentiality); information known to you prior to first receipt of or access to such information in the course of your employment with the Company; or information that has been independently developed and disclosed by, or rightfully received by you outside the course of your employment with the Company from, a third party who does not owe the Company, as applicable, a duty of confidentiality with respect to such information. Subject to the foregoing, examples of Confidential Information include, without limitation, the following: (i) any files, lists or other information relating to customers; (ii) non-published pricing and financial information and data; (iii) strategic, marketing and research information including, without limitation, business plans, strategies and market research data; (iv) technical information including, without limitation, software, source code, object code and other non-public intellectual property; and (v) product research and development including, without limitation, testing data, formulas, products in development and all other research data.

Non-Disclosure of Confidential Information.  You acknowledge that the Company has spent considerable time, effort and expense developing its Confidential Information and has taken reasonable measures to protect its secrecy. You therefore acknowledge and agree that you will not, except in the normal course of your duties on behalf of the Company, disclose or use, or enable anyone else to disclose or use, either during your employment with the Company or at any time subsequent thereto, any Confidential Information without prior written approval from the Company.

Return of Company Property.  You agree that all documents and other materials of any kind pertaining to the business of the Company (including Confidential Information in any format) in your possession at any time during your employment are and shall be the property of the Company and that all such property, including all copies thereof and all such information contained on your personal computer(s), your personal smart phone, your other personal devices, or any other storage devices (electronic or otherwise) shall be surrendered by you to the Company upon the Company’s request from time to time during your employment, and with or without request upon, or within a reasonable period following, the termination of your employment.

“Business” means the business of (i) developing, acquiring, managing, producing, marketing, providing and selling titanium ore and titanium dioxide and (ii) mining and beneficiating mineral sands.

“Cause” means (i) the arrest, indictment, conviction or plea of guilty or no contest for any felony or any misdemeanor involving acts of dishonesty or moral turpitude which in the estimation of the Board, acting reasonably, would disqualify you from serving as an executive officer of the Company; (ii) the willful commission of an act involving misappropriation, embezzlement or fraud which involves a material matter with respect to the Company or any of its customers or suppliers; (iii) substantial and repeated failure to perform duties of the office you hold as reasonably directed by the Board; (iv) gross negligence or willful misconduct with respect to the Company that is or could reasonably be expected to be harmful to the Company in any material respect; (v) willful conduct bringing the Company into substantial public disgrace or disrepute, and (vi) any material breach by you of this Agreement or any of the Company’s material policies. Any determination of Cause by the Company will be made by a resolution approved by a two-thirds majority of the members of the Board, provided that no such determination of Cause may be made until you have been given written notice detailing the specific Cause event (which such notice must be provided to you within 30 days of the occurrence of the alleged event constituting Cause), and you have been given a period of at least 30 days following receipt of such notice to cure such event (if susceptible to cure). To the extent an event is not so cured or deemed not susceptible to cure, the Board shall provide you with an opportunity on at least ten days advance written notice to appear (with legal counsel) before the full Board to discuss the specific circumstances alleged to constitute a Cause event. For purposes of this definition, an act, or a failure to act, shall not be deemed willful or intentional, as those terms are defined herein, unless it is done, or omitted to be done, by you in bad faith or without a reasonable belief that your action or omission was in the best interest of the Company.

“Change in Control” means a “Change of Control” as that term is defined in the Tronox Holdings plc Management Equity Incentive Plan, as amended, as in effect on the date hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Good Reason” means (i) a reduction in your Annual Base Salary, (ii) a diminution in your title or a diminution in your duties or responsibilities inconsistent with your position including without limitation being asked to resign as a member from the Company’s Board of Directors (but, excluding an individual event resulting in a de minimis diminution in your duties or responsibilities), provided, however, that if you provide notice of resignation after such a diminution in your title, duties or responsibilities, you agree to provide the Company with continued service in a professional and capable manner for a period of up to six months after such notice (although such period may be reduced in the discretion of the Company), (iii) a material breach of this Agreement by the Company or a material breach by the Company of another material agreement between you and the Company, or (iv) the failure of the Company to obtain the assumption (by operation of law, the continuation of the corporate existence of the Company or otherwise) of this Agreement or substitution of a substantially similar agreement by any successors in a Change of Control, in each case without your prior written consent; provided that you must deliver written notice of your resignation to the Company within 90 days of your actual knowledge of any such event, the Company must be provided at least 30 days during which it may remedy the condition and you must terminate your employment within six months of the initial occurrence of Good Reason in order for such resignation to be with Good Reason for any purpose hereunder (except as set forth in (ii) above).

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

“Release” means an agreement executed by you in a form mutually agreeable between you and the Company that contains: (i) an acknowledgement by the Company that it does not know (upon reasonable diligence) of any claims against you and (ii) a general release and waiver by you of any and all claims against the Company; provided that the Release shall specifically exclude: (a) any right to the benefits, including, without limitation, any severance benefits, to which you are entitled under this Agreement, (b) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s or its affiliates’ organizational documents, applicable law or otherwise, (c) any rights you may have as a member or holder of equity or other securities of the Company or its affiliates, and (d) any rights or entitlements under any applicable sale or transaction agreement. For the sake of clarity, the Company may require that you re-affirm in the Release the Restrictive Covenants set forth herein, but the Company may not impose additional restrictive covenants on you.

“Restricted Area” means each country throughout the world in which the Company conducts the Business.

“Restrictive Covenants” means, collectively, the sections of this Agreement captioned “Confidential Information; Work Product;” “Ownership of Property;” “Non-Disparagement;” “Non-Competition;” and “Non-Solicitation.”

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity.