<SEC-DOCUMENT>0001193125-16-434534.txt : 20160121
<SEC-HEADER>0001193125-16-434534.hdr.sgml : 20160121
<ACCEPTANCE-DATETIME>20160121154600
ACCESSION NUMBER:		0001193125-16-434534
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160114
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160121
DATE AS OF CHANGE:		20160121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LSB INDUSTRIES INC
		CENTRAL INDEX KEY:			0000060714
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL INORGANIC CHEMICALS [2810]
		IRS NUMBER:				731015226
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07677
		FILM NUMBER:		161353455

	BUSINESS ADDRESS:	
		STREET 1:		16 S PENNSYLVANIA
		CITY:			OKLAHOMA CITY
		STATE:			OK
		ZIP:			73101
		BUSINESS PHONE:		4052354546

	MAIL ADDRESS:	
		STREET 1:		16 SOUTH PENNSYLVANIA
		CITY:			OKLAHOMA CITY
		STATE:			OK
		ZIP:			73101
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d121735d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>WASHINGTON, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT
TO SECTION 13 OR 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>OF THE SECURITIES EXCHANGE ACT OF 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): January&nbsp;14, 2016 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>LSB INDUSTRIES, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>1-7677</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>73-1015226</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>16 South Pennsylvania Avenue, </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Oklahoma City, Oklahoma 73107 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (405)&nbsp;235-4546 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Former
name or former address, if changed since last report </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On January&nbsp;14, 2016, LSB Industries, Inc. (the &#147;Company&#148;) entered into a new
employment agreement with Mark Behrman pursuant to which Mr.&nbsp;Behrman will continue to provide service to the Company as Executive Vice President of Finance and Chief Financial Officer (the &#147;Employment Agreement&#148;). The Employment
Agreement has an effective date of December&nbsp;31, 2015 and supersedes (except as noted in the Employment Agreement) the prior employment agreement between Mr.&nbsp;Behrman and the Company, which prior employment agreement was disclosed in the
Company&#146;s Current Report on Form 8-K filed on April&nbsp;30, 2015. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Employment Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Employment Agreement provides that Mr.&nbsp;Behrman: (i)&nbsp;will serve as Executive Vice President of Finance and Chief Financial Officer of the Company
for an initial term of three (3)&nbsp;years, with the Employment Agreement automatically renewing for successive one-year periods on the anniversary of the effective date until terminated by either party in accordance with the Employment Agreement;
(ii)&nbsp;will receive an annual base salary of at least $500,000; (iii)&nbsp;will be eligible to receive a target annual cash performance bonus equal to 50% of Mr.&nbsp;Behrman&#146;s base salary (the &#147;target bonus&#148;) and a maximum cash
bonus equal to 100% of Mr.&nbsp;Behrman&#146;s base salary, depending on the Company&#146;s achievement of performance criteria, as determine by the Compensation Committee of the Board Directors of the Company; (iv)&nbsp;beginning in 2018 will
receive an annual equity award of restricted stock that has a value of not less than 150% of Mr.&nbsp;Behrman&#146;s base salary; and (v)&nbsp;will receive four (4)&nbsp;weeks of paid vacation per calendar year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Employment Agreement provides that Mr.&nbsp;Behrman will be eligible to receive benefits should his employment with the Company be terminated (i)&nbsp;due
to death or disability, (ii)&nbsp;by the Company without Cause (as defined in the Employment Agreement), or (iii)&nbsp;by Mr.&nbsp;Behrman for Good Reason (as defined in the Employment Agreement). If Mr.&nbsp;Behrman&#146;s employment with the
Company is terminated due to death or disability, (1)&nbsp;Mr.&nbsp;Behrman will receive a lump sum payment equal to a pro rata portion of his annual bonus based on actual company performance for the year of termination, paid at the same time such
bonuses are paid to all employees generally and (2)&nbsp;all outstanding equity awards will vest pro rata as of the date of termination. If Mr.&nbsp;Behrman&#146;s employment is terminated by the Company without Cause or by Mr.&nbsp;Behrman for Good
Reason, Mr.&nbsp;Behrman will receive (a)&nbsp;a lump sum payment equal to a pro rata portion of his annual bonus based on actual company performance for the year of termination, paid at the same time such bonuses are paid to all employees
generally, (b)&nbsp;a lump sum payment equal to his base salary and target bonus (two (2)&nbsp;times base salary and target bonus should the termination occur within twenty-four (24)&nbsp;months following a Change in Control) payable on the first
pay date following execution of a release of claims, (c)&nbsp;accelerated vesting of all outstanding equity awards as of the date of termination, and (d)&nbsp;continuation of health benefits for eighteen (18)&nbsp;months on the same economic terms
applicable prior to his termination. All severance or termination benefits payable to Mr.&nbsp;Behrman under the Employment Agreement are dependent on his execution and delivery of a release of claims within sixty (60)&nbsp;days following the date
of termination. Following termination of employment, Mr.&nbsp;Behrman will be subject to non-compete and non-solicitation restrictions for a period of twenty-four (24)&nbsp;months. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description</B></P></TD></TR>


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<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement by and between LSB Industries, Inc. and Mark Behrman, dated January 14, 2016.</TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>SIGNATURES </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated: January 21, 2016 </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3">LSB INDUSTRIES, INC.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Michael J. Foster</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Michael J. Foster</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Senior Vice President, General Counsel and Secretary</TD></TR>
</TABLE></DIV>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description</B></P></TD></TR>


<TR STYLE="font-size:1pt">
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<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement by and between LSB Industries, Inc. and Mark Behrman, dated January 14, 2016.</TD></TR>
</TABLE>
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<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d121735dex101.htm
<DESCRIPTION>EX-10.1
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>EMPLOYMENT AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This EMPLOYMENT AGREEMENT (&#147;<U>Agreement</U>&#148;) is entered into this 14th day of January, 2016 effective as of December&nbsp;31, 2015
(the &#147;<U>Effective Date</U>&#148;), by and between LSB Industries, Inc., a Delaware corporation (together with its successors and assigns, the &#147;<U>Company</U>&#148;), and Mark Behrman, an individual (the &#147;<U>Executive</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WHEREAS, the Company and the Executive desire to enter into this Agreement to set out the terms and conditions for the continuing employment
relationship between the Executive and the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Term</U>. The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to be so
employed, for a term of three (3)&nbsp;years (the &#147;<U>Initial Term</U>&#148;) commencing as of the Effective Date. On each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended
for successive one-year periods, <U>provided</U>, <U>however</U>, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least one hundred and eighty (180)&nbsp;days prior to any such
anniversary date. Notwithstanding the foregoing, the Executive&#146;s employment hereunder may be earlier terminated in accordance with <U>Section&nbsp;9 </U>hereof, subject to <U>Section&nbsp;10</U> hereof. Terms used herein with initial
capitalization not otherwise defined are defined in <U>Section&nbsp;25</U>. The period of time between the Effective Date and the termination of the Executive&#146;s employment hereunder shall be referred to as the &#147;<U>Employment
Period</U>.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Position and Duties</U>. During the Employment Period, the Executive shall serve as Executive Vice President of
Finance and Chief Financial Officer of the Company, shall report directly to the Company&#146;s Chief Executive Officer. In his capacity as Executive Vice President of Finance and Chief Financial Officer, the Executive shall have the duties,
responsibilities and authorities customarily associated with the position of an executive vice president of finance and chief financial officer in a company the size and nature of the Company. The Executive shall devote the Executive&#146;s
reasonable best efforts and substantially all of the Executive&#146;s business time to the performance of the Executive&#146;s duties hereunder and the advancement of the business and affairs of the Company and shall be subject to, and shall comply
in all material respects with, the policies of the Company applicable to the Executive; <U>provided</U> that the Executive shall be entitled (i)&nbsp;to serve as a member of the board of directors of a reasonable number of other companies, subject
to the advance approval of the Company&#146;s Board of Directors (the &#147;<U>Board</U>&#148;), which approval shall not be unreasonably withheld, (ii)&nbsp;to serve on civic, charitable, educational, religious, public interest or public service
boards, and (iii)&nbsp;to manage the Executive&#146;s personal and family investments, in each case, to the extent such activities do not materially interfere, as determined by the Board in good faith, with the performance of the Executive&#146;s
duties and responsibilities hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Place of Performance</U>. During the Employment Period, the Executive shall be based
primarily at the Company&#146;s offices in Oklahoma City, Oklahoma. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Compensation and Benefits; Equity Awards</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Base Salary</U>. During the Employment Period, the Company shall pay to the Executive a base salary (the &#147;<U>Base Salary</U>&#148;)
at the rate of no less than $500,000&nbsp;per calendar year, less applicable deductions. The Base Salary shall be reviewed for increase by the Board no less frequently than annually and shall be increased in the discretion of the Board and any such
adjusted Base Salary shall constitute the &#147;Base Salary&#148; for purposes of this Agreement. The Base Salary shall be paid in substantially equal installments in accordance with the Company&#146;s regular payroll procedures. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Annual Bonus</U>. During the Employment Period, the Executive shall be paid an annual cash performance bonus (an &#147;<U>Annual
Bonus</U>&#148;) under the Company&#146;s annual bonus plan (as in effect from time to time for senior executives) in respect of the 2016 fiscal year and each fiscal year that ends during the Employment Period (each, a &#147;<U>bonus
period</U>&#148;), to the extent earned based on performance against performance criteria. The performance criteria for any particular fiscal year shall be determined by the Compensation Committee of the Board (the &#147;<U>Committee</U>&#148;), in
good faith, after consultation with the Executive, no later than sixty (60)&nbsp;days after the commencement of the relevant bonus period. The Executive&#146;s annual bonus opportunity shall be no less than 50% of the Executive&#146;s Base Salary as
of the beginning of the applicable bonus period (the &#147;<U>Target Bonus</U>&#148;), if target levels of performance for that year are achieved, up to a maximum of 100% of the Executive&#146;s Base Salary. The Executive&#146;s Annual Bonus for a
bonus period shall be determined by the Committee after the end of the applicable bonus period and shall be paid to the Executive when annual bonuses for that year are paid to other senior executives of the Company generally, but in no event later
than March&nbsp;15 of the year following the year to which such Annual Bonus relates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Equity Awards</U>. In each fiscal year
during the Employment Period commencing in 2018, the Executive shall be granted a number of shares of restricted stock under the Company&#146;s applicable long-term incentive plan with a value equal to not less than 150% of the Executive&#146;s then
current Base Salary, with such number of shares of restricted stock to be calculated based the Fair Market Value (as defined in the applicable plan) of a share of common stock on the date of grant (the &#147;Annual Equity Award&#148;). For each
fiscal year during the Employment Period commencing with the 2018 fiscal year, the Company shall grant the Annual Equity Award on the applicable anniversary of the Effective Date (or the closest business day thereafter if such anniversary is a
weekend or holiday). The terms and conditions applicable to any Annual Equity Award shall be determined by the Committee in accordance with the Company&#146;s applicable long-term incentive plan to the extent consistent with the terms of this
Agreement and shall be no less favorable to the Executive than the terms applicable to any other senior executive of the Company. Vesting of Annual Equity Awards (including the December Grant referred to below) shall occur one-third (1/3)&nbsp;on
each anniversary of the date of grant and any outstanding equity awards shall fully vest immediately prior to a Change in Control. It is acknowledged that effective as of December&nbsp;31, 2015, the Company granted to the Executive an award of
208,914 shares of restricted stock (the &#147;<U>December Grant</U>&#148;). The December Grant shall vest one-third (1/3)&nbsp;on each anniversary of the grant date such that it shall be fully vested on December&nbsp;31, 2018. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Vacation; Benefits</U>. During the Employment Period, the Executive shall be entitled to
four (4)&nbsp;weeks of paid vacation per calendar year (as prorated for partial years) in accordance with the applicable policies of the Company, which shall be accrued and used in accordance with such policies. During the Employment Period, the
Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements,
except to the extent such plans are duplicative of the benefits otherwise provided to the Executive hereunder. The Executive&#146;s participation will be subject to the terms of the applicable plan documents and generally applicable Company
policies. The foregoing, however, shall not be construed to require the Company to establish any such plans or to prevent the modification or termination of such plans once established. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Expenses</U>. The Company shall reimburse the Executive promptly for all expenses reasonably incurred by the Executive in the
performance of his duties in accordance with policies which may be adopted from time to time by the Company following presentation by the Executive of an itemized account, including reasonable substantiation, of such expenses. The Executive shall
also, at the Executive&#146;s option, receive the use of a Company car or a car allowance of $650 per month, as such amount may be increased from time to time, during the Employment Period, in the sole discretion of the Committee or the Board; and
the Company shall reimburse the Executive&#146;s attorney directly for the costs associated with the negotiation of this Agreement and related documents, subject to a cap of $5,000. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Confidentiality and Non-Disclosure</U>. The Company and the Executive acknowledge and agree that during the Executive&#146;s employment
with the Company, the Executive will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and the Company Affiliates. The
Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Company and the Company Affiliates against misuse of such information: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Non-Disclosure</U>. After the Executive&#146;s employment with the Company ends, the Executive will not use, disclose, copy or transfer
any Confidential Information unless authorized in writing by the Company. Anything herein to the contrary notwithstanding, the provisions of this <U>Section&nbsp;6(a)</U> shall not apply (i)&nbsp;when disclosure is required by law or by any court,
arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information, <U>provided</U> that prior to any such
disclosure the Executive shall provide the Company with reasonable notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objection; (ii)&nbsp;as to
information that was in the public domain or is readily available to the public at the time of its disclosure by the Executive through means other than due to the Executive&#146;s violation of this <U>Section&nbsp;6(a)</U>; or (iii)&nbsp;to the
extent necessary in connection with any disputes between the parties with respect to the interpretation and/or enforcement of this Agreement and any other agreements between the parties. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Materials</U>. The Executive will use Confidential Information only for normal and
customary use in the Company&#146;s business, as determined reasonably and in good faith by the Executive. The Executive will return to the Company all Confidential Information and copies thereof and all other property of the Company or any Company
Affiliate at any time upon the request of the Company and in any event promptly after the Executive&#146;s employment ends. The Executive agrees to identify and return to the Company any copies of any Confidential Information after the Executive
ceases to be employed by the Company. Anything to the contrary notwithstanding, nothing in this <U>Section&nbsp;6</U> shall prevent the Executive from retaining a home computer (provided all Confidential Information has been removed), papers and
other materials of a personal nature, including diaries, calendars and Rolodexes, information relating to his compensation or relating to reimbursement of expenses, information that may be needed for tax purposes, and copies of plans, programs and
agreements relating to his employment or termination thereof. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>Non Solicitation/Non-Competition</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) During the Non-Compete Period, the Executive shall not (A)&nbsp;directly solicit, or assist any person or entity in soliciting, any
established customer for the purpose of a Competitive Enterprise providing and/or selling any products that are provided and/or sold by the Company or its subsidiaries to such established customer, or performing any services that are performed by
the Company or its subsidiaries for such established customer, (B)&nbsp;interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or its subsidiaries and any established customer; or
(C)&nbsp;directly or indirectly solicit any employee of the Company or the Company Affiliates with a view toward inducing any such employee to go to work for another person or third party or to cease or end their employment relationship. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) During the Non-Compete Period, the Executive shall not&nbsp;associate (including, but not limited to, association as a sole proprietor,
owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise) with any Competitive Enterprise; <U>provided</U>, <U>however</U>, that Executive may own, as a
passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the aggregate constitute more than one percent (1%)&nbsp;of the voting power of such
entity. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in
force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) If the restrictions contained in <U>Section&nbsp;7</U> shall be determined by any court of competent jurisdiction to be unenforceable,
<U>Section&nbsp;7</U> shall be modified in order for it to be enforceable to maximum allowed by law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Conflicting Obligations and
Rights</U>. The Executive agrees to inform the Company of any apparent conflicts between the Executive&#146;s work for the Company and any obligations the Executive may have to preserve the confidentiality of another&#146;s proprietary information
or related materials before using the same on the Company&#146;s behalf. The Company shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations and rights or the appearance of any conflict
of interest. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Enforcement</U>. The Executive acknowledges that in the event of any breach of this
<U>Section&nbsp;7</U> , the business interests of the Company and the Company Affiliates will be irreparably injured, the full extent of the damages to the Company and the Company Affiliates will be impossible to ascertain, monetary damages will not
be an adequate remedy for the Company and the Company Affiliates, and the Company will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or
security, which the Executive expressly waives. The Executive understands that the Company may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be
deemed a waiver of the Company&#146;s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive&#146;s obligations specified in this Agreement is a separate and independent covenant and
that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) <U>No Other
Restrictions</U>. Except as otherwise provided herein or in the Confidentiality and Assignment Agreement the Executive executed on March&nbsp;3, 2014 (the &#147;<U>Confidentiality Agreement</U>&#148;), there are no other restrictions on the
Executive&#146;s employment following termination of his employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Cooperation</U>. Following any termination of employment, the
Executive agrees to reasonably cooperate (taking into account his other business and personal commitments) with any investigation, suit or claim involving the Company and of which the Executive has knowledge, provided any such cooperation is not
adverse to his legal interests. The Company agrees to reimburse the Executive for any costs incurred by him in connection with such cooperation, including payment of separate counsel for the Executive if he reasonably determines such separate
representation is warranted by the circumstances. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Termination of Employment</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Permitted Terminations</U>. The Executive&#146;s employment hereunder may be terminated during the Employment Period under the following
circumstances: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Death</U>. The Executive&#146;s employment hereunder shall terminate upon the Executive&#146;s
death. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>By the Company</U>. The Company may terminate the Executive&#146;s employment: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) <U>Disability</U>. For Disability; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) <U>With or Without Cause</U>. For Cause or without Cause. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>By the Executive</U>. The Executive may terminate his employment for any reason or for no reason by giving thirty
(30)&nbsp;days advance Notice of Termination to the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Termination</U>. Any termination of the Executive&#146;s employment by the Company or the
Executive (other than because of the Executive&#146;s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with <U>Section&nbsp;12</U> hereof. For purposes of this Agreement, a &#147;<U>Notice of
Termination</U>&#148; shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executive&#146;s employment under the provision so indicated. Termination of the Executive&#146;s employment shall take effect on the Date of Termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Effect of Termination</U>. Upon any termination of the Executive&#146;s employment with the Company, and its subsidiaries, the
Executive shall resign from, and shall be considered to have simultaneously resigned from, all positions with the Company and all of its subsidiaries. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Compensation Upon Termination</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Death</U>. If the Executive&#146;s employment is terminated during the Employment Period as a result of the Executive&#146;s death
pursuant to <U>Section&nbsp;9(a)(i)</U>, the Employment Period shall terminate without further notice or any action required by the Company or the Executive&#146;s legal representatives. Upon the Executive&#146;s death, the Company shall pay or
provide to the Executive&#146;s representative or estate (i)&nbsp;all Accrued Benefits, if any, to which the Executive is entitled, (ii)&nbsp;a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive
was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive&#146;s employment terminates, payable at the time set
forth in <U>Section&nbsp;4(b)</U> and (iii)&nbsp;the Executive&#146;s outstanding equity awards shall vest pro-rata as of the Date of Termination with such pro-rata portion calculated by multiplying the number of shares of the outstanding equity
award scheduled to vest on the anniversary of the Grant Date immediately succeeding the Termination Date by a fraction, the numerator of which is the number of days that have elapsed from the last anniversary of the Grant Date (or if such
termination of employment occurs prior to the first anniversary of the Grant Date, then the number of days that have elapsed from the Grant Date) through the Termination Date and the denominator of which shall be 365. Except as set forth herein, the
Company shall have no further compensation obligations to the Executive (or the Executive&#146;s legal representatives or estate) under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Disability</U>. If the Company terminates the Executive&#146;s employment during the Employment Period because of the Executive&#146;s
Disability pursuant to <U>Section&nbsp;9(a)(ii)(A)</U>, the Company shall pay to the Executive (i)&nbsp;all Accrued Benefits, if any, to which the Executive is entitled, (ii)&nbsp;a lump sum payment of an amount equal to a pro rata portion (based
upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive&#146;s
employment terminates, payable at the time set forth in <U>Section&nbsp;4(b)</U>, and (iii)&nbsp;the Executive&#146;s outstanding equity awards shall vest pro-rata as of the Date of Termination with such pro-rata portion calculated by multiplying
the number of shares of the outstanding equity award scheduled to vest on the anniversary of the Grant Date immediately succeeding the Termination Date by a fraction, the numerator of which </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
is the number of days that have elapsed from the last anniversary of the Grant Date (or if such termination of employment occurs prior to the first anniversary of the Grant Date, then the number
of days that have elapsed from the Grant Date) through the Termination Date and the denominator of which shall be 365. Except as set forth herein, the Company shall have no further compensation obligations to the Executive (or the Executive&#146;s
legal representatives) under this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Termination by the Company for Cause, or by the Executive without Good Reason</U>.
If, during the Employment Period, the Company terminates the Executive&#146;s employment for Cause pursuant to <U>Section&nbsp;9(a)(ii)(B)</U>, or the Executive terminates his employment without Good Reason, the Company shall pay to the Executive
all Accrued Benefits, if any, to which the Executive is entitled. Except as set forth herein, the Company shall have no further compensation obligations to the Executive under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Certain Terminations Prior to or After a Change in Control</U>. If, prior to the occurrence of a Change in Control, or after the
twenty-four (24)&nbsp;month protection period in Section&nbsp;10(e) has expired, the Company terminates the Executive&#146;s employment during the Employment Period other than for Cause, death or Disability or the Executive terminates his employment
hereunder with Good Reason the Employment Period shall terminate upon the Date of Termination, and (i)&nbsp;the Company shall pay or provide the Executive (or the Executive&#146;s estate, if the Executive dies after such termination but before
receiving such amount) (A)&nbsp;all Accrued Benefits, if any, to which the Executive is entitled; (B)&nbsp;a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year
in which the Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive&#146;s employment terminates, payable as set forth in <U>Section&nbsp;4(b)</U>; and
(C)&nbsp;an amount equal to the product of (x)&nbsp;one (1)&nbsp;and (y)&nbsp;the sum of the Executive&#146;s (I)&nbsp;Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation)
of the general release of claims described in <U>Section&nbsp;10(g)</U>, subject to <U>Section&nbsp;10(h)</U> and <U>Section&nbsp;24</U>, (ii)&nbsp;to the extent not already vested, all of the Executive&#146;s outstanding equity awards shall fully
vest as of the Date of Termination, notwithstanding anything to the contrary contained herein or in the vesting schedule in any equity award agreement between the Company and the Executive, and (iii)&nbsp;the Executive and his covered dependents
shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive&#146;s Date of Termination for the eighteen (18)&nbsp;month period following the Date of Termination in such medical,
dental, and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; <U>provided</U> the Company agrees to impute as taxable income to the Executive an
amount equal to the full actuarial cost of such coverage, for each month during which such coverage is in effect for the Executive and/or his eligible dependents but only if and to the extent such imputation is required for the Executive to avoid
being subject to tax under Section&nbsp;105(h) of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), with respect to any payment or reimbursement of expenses made to the Executive or for the Executive and/or any of his eligible
dependent&#146;s benefit under such health care coverage. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Certain Terminations Following a Change in Control</U>. If, upon or within twenty-four
(24)&nbsp;months following the date of consummation of a Change in Control, the Company terminates the Executive&#146;s employment other than for Cause, Death or Disability or the Executive terminates his employment hereunder with Good Reason the
Employment Period shall terminate upon the Date of Termination, and (i)&nbsp;the Company shall pay or provide the Executive (or the Executive&#146;s estate, if the Executive dies after such termination but before receiving such amount) (A)&nbsp;all
Accrued Benefits, if any, to which the Executive is entitled; (B)&nbsp;a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination
occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive&#146;s employment terminates, payable as set forth in <U>Section&nbsp;4(b)</U>; and (C)&nbsp;an amount equal to the product
of (x)&nbsp;two (2)&nbsp;and (y)&nbsp;the sum of the Executive&#146;s (I)&nbsp;Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of the general release of claims
described in <U>Section&nbsp;10(g)</U>, subject to <U>Section&nbsp;10(h)</U> and <U>Section&nbsp;24</U>, (ii)&nbsp;to the extent not already vested, all of the Executive&#146;s outstanding equity awards shall fully vest as of the Date of
Termination, notwithstanding anything to the contrary contained herein or in the vesting schedule in any equity award agreement between the Company and the Executive, and (iii)&nbsp;the Executive and his covered dependents shall be entitled to
continued participation on the same terms and conditions as applicable immediately prior to the Executive&#146;s Date of Termination for the eighteen (18)&nbsp;month period following the Date of Termination in such medical, dental, and
hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; <U>provided</U> the Company agrees to impute as taxable income to the Executive an amount equal to
the full actuarial cost of such coverage, for each month during which such coverage is in effect for the Executive and/or his eligible dependents but only if and to the extent such imputation is required for the Executive to avoid being subject to
tax under Section&nbsp;105(h) of the Code, with respect to any payment or reimbursement of expenses made to the Executive or for the Executive and/or any of his eligible dependent&#146;s benefit under such health care coverage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) <U>Termination of Employment Upon Expiration of the Term</U>. Upon a notice of non-renewal of the Employment Period by either the Company
or the Executive pursuant to <U>Section&nbsp;1</U> hereof, the Executive&#146;s employment shall terminate at the end of the Employment Period. In addition, any notice of non-renewal of the Employment Period by the Company pursuant to
<U>Section&nbsp;1</U> (assuming the Executive was willing and able to continue to be employed) shall be treated as a termination without Cause under this Agreement and the Executive shall be entitled to severance under the terms of either
<U>Sections 10(d) or 10(e)</U> as applicable upon the termination of Executive&#146;s employment at the end of the Employment Period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g)
<U>Release</U>. As a condition of receiving any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits, the Executive must execute and deliver to the Company and not revoke a general
release of claims in favor of the Company in substantially the form attached on <U>Exhibit A</U> hereto (the &#147;<U>Release</U>&#148;). The Release must be executed and delivered (and no longer subject to revocation, if applicable) within sixty
(60)&nbsp;days following the Executive&#146;s Date of Termination. The Company shall deliver to the Executive the Release for the Executive to execute within five (5)&nbsp;business days following the Date of Termination. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) <U>Certain Payment Delays</U>. Notwithstanding anything to the contrary set forth herein, to
the extent that the payment of any amount described in <U>Sections&nbsp;10(d) or (e)</U>&nbsp;constitute &#147;nonqualified deferred compensation&#148; for purposes of Code Section&nbsp;409A (as defined in <U>Section&nbsp;24</U> hereof), any such
payment scheduled to occur during the first sixty (60)&nbsp;days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th)&nbsp;day following such termination and shall
include payment of any amount that was otherwise scheduled to be paid prior thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) <U>No Offset</U>. In the event of termination of
his employment, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to him on account of any remuneration or benefits provided by any subsequent employment he may obtain. The
Company&#146;s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company or the Company Affiliates may have against
the Executive for any reason. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(j) <U>280G Payments</U>. In the event the Company determines in good faith that any payments, entitlements
or benefits (whether made or provided pursuant to this Agreement or otherwise, including by the person or entity affecting a Change in Control) provided to the Executive constitute &#147;parachute payments&#148; within the meaning of
Section&nbsp;280G of the Code, and may be subject to an excise tax imposed pursuant to Section&nbsp;4999 of the Code, then, if the Executive would be placed in a better after-tax position, the Executive&#146;s &#147;parachute payments&#148; will be
reduced to an amount determined by the Company in good faith to be the maximum amount that may be provided to the Executive without resulting in any portion of such &#147;parachute payment&#148; being subject to such excise tax. The payment
reduction contemplated by the preceding sentence shall be implemented as follows: first, by reducing any payments to be made to the Executive under Section&nbsp;10(d)(i)(B) and (C)&nbsp;or Section&nbsp;10(e)(i)(B) and (C), as applicable; second, by
reducing any other cash payments to be made to the Executive but only if the value of such cash payments is not greater than the parachute value of such payments; third, by cancelling the acceleration of vesting of any restricted stock or restricted
stock unit awards solely with respect accelerated vesting upon a Change in Control such that such awards will continue to vest on their original schedules; fourth, by cancelling the acceleration of vesting of any stock options or stock appreciation
rights solely with respect accelerated vesting upon a Change in Control such that such awards will continue to vest on their original schedules, fifth, by eliminating the Company&#146;s payment of the cost of any post-termination continuation of
medical and dental benefits for the Executive and his eligible dependents and sixth, by reducing any equity awards. In the case of the reductions to be made pursuant to each of the above-mentioned clauses, the payment and/or benefit amounts to be
reduced and the acceleration of vesting to be cancelled shall be reduced or cancelled in the inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced (x)&nbsp;only to the extent that the payment
and/or benefit otherwise to be paid or the vesting of the award that otherwise would be accelerated, would be treated as a &#147;parachute payment&#148; within the meaning of Section&nbsp;280(G)(b)(2)(A) of the Code, (y)&nbsp;only to the extent
necessary to achieve the required reduction hereunder and (z)&nbsp;all amounts that are not subject to calculation under Treas. Reg. &#167;1.280G-1, Q&amp;A-24(b) or (c)&nbsp;shall be reduced before any amounts that are subject to calculation under
Treas. Reg. &#167;1.280G-1, Q&amp;A-24(b) or (c). Any determinations that are made pursuant to this <U>Section&nbsp;10(j)</U> shall be made by a nationally recognized certified public accounting firm that
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
shall be selected by the Company (and paid by the Company) prior to any transaction that is subject to Code Section&nbsp;280G and reasonably acceptable to the Executive (the
&#147;Accountant&#148;), which determination shall be certified by the Accountant and set forth in a certificate delivered to the Executive setting forth in reasonable detail the basis of the Accountant&#146;s determinations. In connection with this
determination the Accountant shall value the non-compete and other restrictions on the Executive&#146;s activities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11.
<U>Indemnification</U>. The Executive shall be indemnified and held harmless by the Company during the Employment Period and following any termination of his employment for any reason whatsoever in the same manner as would any other key management
employee of the Company with respect to acts or omissions occurring on or prior to the termination of employment of the Executive. In addition, during the Employment Period and for a period of three (3)&nbsp;years following the termination of
Executive&#146;s employment for any reason whatsoever, the Executive shall be covered by a Company-held directors&#146; and officers&#146; liability insurance policy covering acts or omissions occurring on or prior to the termination of employment
of the Executive. The Executive shall also remain entitled to the protections of the indemnification agreement he has entered into with the Company dated as of October&nbsp;14, 2015 (&#147;<U>Indemnification Agreement</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Notices</U>. All notices, demands, requests, or other communications which may be or are required to be given or made by any party to
any other party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, delivered by overnight air courier addressed as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">If to the Company: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">LSB Industries, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">16 S Pennsylvania Ave. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Oklahoma City, OK 73107 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Attention</U>: Chief Executive Officer </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">If to the Executive: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">His primary address last shown on the Company&#146;s records. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">With a copy in the same manner to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Blank Rome LLP </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Chrysler Building </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">405 Lexington Avenue </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">New York, New York 10174 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Attention</U>: Robert Mittman, Esq. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request, or communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with the return receipt, the
delivery receipt, or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>Severability</U>. The invalidity or unenforceability of any one or more provisions of this
Agreement, including, without limitation, <U>Sections&nbsp;6</U> or <U>7</U>, shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Survival</U>. It is the express intention and agreement of the parties hereto that the provisions of <U>Sections 5, 6, 7, 8, 10, 11,
12, </U><U>13, 15, 16, 17, 19, 20, 21, 23,</U> <U>24</U> and <U>25</U> hereof and this <U>Section&nbsp;14</U> shall survive the termination of employment of the Executive or the termination or expiration of the Employment Period. In addition, all
obligations of the Company to make payments hereunder shall survive any expiration of the Employment Period on the terms and conditions set forth herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Assignment</U>. The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that
(i)&nbsp;in the event of the Executive&#146;s death, the personal representative or legatees or distributees of the Executive&#146;s estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder
and (ii)&nbsp;the rights and obligations of the Company hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or equity interests of the Company or similar
transaction involving the Company or a successor corporation. Unless provided by applicable law, the Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken place. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>Binding Effect</U>. Subject to any
provisions hereof restricting assignment, this Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and
assigns. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <U>Amendment; Waiver</U>. This Agreement shall not be amended, altered or modified except by an instrument in writing duly
executed by the party against whom enforcement is sought. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more
occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions,
rights or privileges hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <U>Headings</U>. Section and subsection headings contained in this Agreement are inserted for
convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19. <U>Governing Law</U>. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall
be governed by and construed in accordance with the laws of the State of Oklahoma (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20. <U>Dispute Resolution/Waiver of Jury Trial</U>. Each of the parties agrees that any dispute
between the parties shall be resolved only in the courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma and the appellate courts having jurisdiction of appeals in such courts. In that context, and
without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a)&nbsp;submits in any proceeding relating to this Agreement or the Executive&#146;s employment by the Company or any Company Affiliate, or
the termination of such employment, or for the recognition and enforcement of any judgment in respect thereof (a &#147;<U>Proceeding</U>&#148;), to the exclusive jurisdiction of the courts of the State of Oklahoma, located in Oklahoma County, the
United States District Court for the Western District of Oklahoma, and appellate courts having jurisdiction of appeals from any of the foregoing and agrees that all claims in respect of any such Proceeding shall be heard and determined in such
Oklahoma State court or, to the extent permitted by law, in such federal court, (b)&nbsp;consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have
to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c)&nbsp;waives all right to trial by jury in any Proceeding (whether based
on contract, tort or otherwise) arising out of or relating to this Agreement or the Executive&#146;s employment by the Company or any Company Affiliate, or the termination of such employment, or the Executive&#146;s or the Company&#146;s performance
under, or the enforcement of, this Agreement, (d)&nbsp;agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such party at the Executive&#146;s or the Company&#146;s address as provided in <U>Section&nbsp;12</U> hereof, and (e)&nbsp;agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner
permitted by the laws of the State of Oklahoma. In addition, if the Executive substantially prevails on any claim that is the matter of such dispute, the Company shall promptly reimburse the Executive for his legal fees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">21. <U>Entire Agreement; Other Agreements</U>. Except as expressly provided herein, this Agreement constitutes the entire agreement between
the parties respecting the employment of the Executive, there being no representations, warranties or commitments except as set forth herein, and supersedes and replaces all other agreements related to the subject matter hereof. This Agreement shall
supersede the Executive&#146;s existing employment agreement dated April&nbsp;27, 2015 (the &#147;<U>Prior Agreement</U>&#148;) and the Prior Agreement shall terminate and become null and void on the Effective Date. Notwithstanding anything herein
to the contrary, any outstanding equity awards, the Indemnification Agreement and the Confidentiality Agreement (as amended below) shall continue to be in full force and effect; and the Company shall pay to the Executive all amounts owed to the
Executive under the Prior Agreement up through the Effective Date. Section&nbsp;15 of the Confidentiality Agreement, between the Company and the Executive is hereby deleted in its entirety and replaced with the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;15. Termination of Employment. I understand and agree that I or the Company may terminate my employment pursuant to the terms of the
Employment Agreement, dated January 14, 2016 effective as of December&nbsp;31, 2015, between me and the Company </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
(&#147;Employment Agreement&#148;) and that this Confidentiality Agreement shall in no way be construed or operate to change or modify the Employment Agreement or to prevent the Company or me
from dispensing with my services pursuant to the terms of the Employment Agreement.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the event there is a conflict between any provision of this
Agreement and any other agreement, plan, policy or arrangement of the Company or any Company Affiliate, the provision most favorable to the Executive shall govern. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">22. <U>Counterparts</U>. This Agreement may be executed in two counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">23. <U>Withholding</U>. The Company may withhold from any benefit payment under this
Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">24.
<U>Section&nbsp;409A</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The intent of the parties is that payments and benefits under this Agreement comply with Section&nbsp;409A
of the Code and the regulations and guidance promulgated thereunder (collectively &#147;<U>Code Section&nbsp;409A</U>&#148;) or an exemption therefrom and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits)
would cause the Executive to incur any additional tax or interest under Code Section&nbsp;409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company
shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section&nbsp;409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section&nbsp;409A. To the extent
that any provision hereof is modified in order to comply with Code Section&nbsp;409A such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the
Executive and the Company of the applicable provision without violating the provisions of Code Section&nbsp;409A. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) A termination of
employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a &#147;separation
from service&#148; within the meaning of Code Section&nbsp;409A and, for purposes of any such provision of this Agreement, references to a &#147;termination,&#148; &#147;termination of employment&#148; or like terms shall mean &#147;separation from
service.&#148; If the Executive is deemed on the date of termination to be a &#147;specified employee&#148; within the meaning of that term under Code Section&nbsp;409A(a)(2)(B), then with regard to any payment or the provision of any benefit that
is considered deferred compensation under Code Section&nbsp;409A payable on account of a &#147;separation from service,&#148; such payment or benefit shall be made or provided at the date which is the earlier of (A)&nbsp;the expiration of the six
(6)-month period measured from the date of such &#147;separation </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
from service&#148; of the Executive, and (B)&nbsp;the date of the Executive&#146;s death, to the extent required under Code Section&nbsp;409A. Upon the expiration of the foregoing delay period,
all payments and benefits delayed pursuant to this <U>Section&nbsp;24(b)</U> (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum,
and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute &#147;nonqualified deferred compensation&#148;
for purposes of Code Section&nbsp;409A, (A)&nbsp;all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive,
(B)&nbsp;any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C)&nbsp;no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year
shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) For
purposes of Code Section&nbsp;409A, the Executive&#146;s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement
specifies a payment period with reference to a number of days, (i)&nbsp;the actual date of payment within the specified period shall be within the sole discretion of the Company and, (ii)&nbsp;if such payment qualifies as non-qualified deferred
compensation under Section&nbsp;409A and it can be paid in one of two calendar years, it shall be paid in the second calendar year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e)
Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes &#147;nonqualified deferred compensation&#148; for purposes of Code Section&nbsp;409A be subject to offset by
any other amount unless otherwise permitted by Code Section&nbsp;409A. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">25. <U>Definitions</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) &#147;<U>Accrued Benefits</U>&#148; means (i)&nbsp;any unpaid Base Salary through the Date of Termination; (ii)&nbsp;any earned but unpaid
Annual Bonus for a performance year that has ended on or prior to the Date of Termination; (iii)&nbsp;any accrued and unpaid vacation and/or sick days; (iv)&nbsp;any amounts or benefits owing to the Executive or to the Executive&#146;s beneficiaries
under the then applicable benefit plans of the Company (excluding any severance plan, program, agreement or arrangement); (v)&nbsp;any rights or entitlements under any other agreements between the Executive and the Company, including, without
limitation, the Indemnification Agreements and any outstanding equity award agreements; and (vi)&nbsp;any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination and which are
reimbursable in accordance with <U>Section&nbsp;5</U> (including any gross-up payment required thereunder). Amounts payable under (A)&nbsp;clauses (i), (ii)&nbsp;and (iii)&nbsp;shall be paid promptly after the Date of Termination, (B)&nbsp;clause
(iv)&nbsp;shall be paid in accordance with the terms and conditions of the applicable plan, program or arrangement; (C)&nbsp;clause (v)&nbsp;shall be treated in accordance with the applicable agreement; and (D)&nbsp;clause (vi)&nbsp;shall be paid in
accordance with the terms of the applicable expense policy or <U>Section&nbsp;5</U>, as applicable. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) &#147;<U>Cause</U>&#148; means (i)&nbsp;the Executive&#146;s conviction of, or plea of nolo
contendere to, a felony (other than for a traffic violation); (ii)&nbsp;the Executive&#146;s continued failure to substantially perform the Executive&#146;s material duties hereunder (other than due to a mental or physical impairment) after receipt
of written notice from the Company that specifically identifies the manner in which the Executive has substantially failed to perform the Executive&#146;s material duties and specifies the manner in which the Executive may substantially perform his
material duties in the future; (iii)&nbsp;an act of fraud or gross or willful material misconduct by the Executive; or (iv)&nbsp;the Executive&#146;s material breach of <U>Sections 7(a)</U> and <U>7(b)</U>. Anything herein to the contrary
notwithstanding, the Executive shall not be terminated for &#147;Cause&#148; hereunder unless (A)&nbsp;written notice stating the basis for the termination is provided to the Executive, (B)&nbsp;as to clauses (ii)&nbsp;or (iv)&nbsp;of this
paragraph, he fails to cure such neglect or conduct within thirty (30)&nbsp;days following receipt of such notice, (C)&nbsp;he has an opportunity (represented by counsel) to address a meeting of the Board, and (D)&nbsp;after such meeting (or if the
Executive declines to meet), there is a 75% vote of the Board (not counting the Executive) to terminate his employment for Cause. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c)
&#147;<U>Change in Control</U>&#148; means: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(i) A &#147;change in the ownership of the Company&#148; which shall occur on the date that
any one person, or more than one person acting as a group, acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock
of the Company as of the Effective Date; however, if any one person or more than one person acting as a group is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of
additional stock by the same person or persons will not be considered a &#147;change in the ownership of the Company&#148; (or to cause a &#147;change in the effective control of the Company&#148; within the meaning of paragraph (ii)&nbsp;below) and
an increase of the effective percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for
purposes of this paragraph; provided, further, however, that for purposes of this paragraph (i), any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company shall not
constitute a Change in Control. This paragraph (i)&nbsp;applies only when there is a transfer of the stock of the Company (or issuance of stock) and stock in the Company remains outstanding after the transaction; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(ii) A &#147;change in the effective control of the Company&#148; which shall occur on the date that either (A)&nbsp;any one person, or more
than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting
power of the stock of the Company, except for any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (B)&nbsp;a majority of the members of the Board are
replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of a &#147;change in the effective control of
the Company,&#148; if any one person, or more than one person acting as a group, is considered to effectively control the Company within the meaning of this paragraph (ii)&nbsp;after the Effective Date, the acquisition of additional control of the
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Company by the same person or persons is not considered a &#147;change in the effective control of the Company,&#148; or to cause a &#147;change in the ownership of the Company&#148; within the
meaning of paragraph (i)&nbsp;above; or </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(iii) A &#147;change in the ownership of a substantial portion of the Company&#146;s
assets&#148; which shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets
of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value
means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Any transfer of assets to an entity that is controlled by the stockholders of the
Company immediately after the transfer, as provided in guidance issued pursuant to Code Section&nbsp;409A, shall not constitute a Change in Control. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For
purposes of the definition of Change in Control, the provisions of Section&nbsp;318(a) of the Code regarding the constructive ownership of stock will apply to determine stock ownership; provided, that, stock underlying unvested options (including
options exercisable for stock that is not substantially vested) will not be treated as owned by the individual who holds the option. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d)
&#147;<U>Company Affiliate</U>&#148; means any entity controlled by, in control of, or under common control with, the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e)
&#147;<U>Competitive Enterprise</U>&#148; means (i)&nbsp;a business enterprise that engages in nitrogen and climate control in competition with the Company or its subsidiaries (the &#147;<U>Company&#146;s Business</U>&#148;) (a)&nbsp;in the United
States of America, or (b)&nbsp;in any other country where the Company or its subsidiaries operates facilities or sells such products. Notwithstanding the foregoing, in the event a business enterprise (including, without limitation, any entity, or
private equity or hedge fund) has one or more lines of business that do not involve the Company&#146;s Business, the Executive shall be permitted to associate with such business enterprise if, and only if, the Executive does not participate in, or
have supervisory authority with respect to, any line of business involving the Company&#146;s Business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(f) &#147;<U>Confidential
Information</U>&#148; means all non-public information concerning trade secrets, know-how, software, developments, inventions, processes, technology, designs, financial data, strategic business plans or any proprietary or confidential information,
documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other non-public, proprietary, and
confidential information of the Company or the Company Affiliates. Notwithstanding anything to the contrary contained herein, the general skills, knowledge and experience gained during the Executive&#146;s employment with the Company, information
publicly available or generally known within the industry or trade in which the Company competes and information or knowledge possessed by the Executive prior to his employment by the Company, shall not be considered Confidential Information. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(g) &#147;<U>Date of Termination</U>&#148; means (i)&nbsp;if the Executive&#146;s employment is
terminated by the Executive&#146;s death, the date of the Executive&#146;s death; (ii)&nbsp;if the Executive&#146;s employment is terminated because of the Executive&#146;s Disability pursuant to <U>Section&nbsp;9(a)(ii)(A)</U>, thirty
(30)&nbsp;days after Notice of Termination, <U>provided</U> that the Executive shall not have returned to the performance of the Executive&#146;s duties on a full-time basis during such thirty (30)-day period; (iii)&nbsp;if the Executive&#146;s
employment is terminated during the Employment Period by the Company pursuant to <U>Section&nbsp;9(a)(ii)(B)</U> or by the Executive pursuant to <U>Section&nbsp;9(a)(iii)</U>, the date specified in the Notice of Termination consistent with this
Agreement; or (v)&nbsp;if the Executive&#146;s employment is terminated upon the expiration of the Employment Period pursuant to <U>Section&nbsp;1</U> , the last day of the Employment Period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(h) &#147;<U>Disability</U>&#148; means the inability of the Executive to perform the Executive&#146;s material duties hereunder due to a
physical or mental injury, infirmity or incapacity, which is expected to exceed one hundred eighty (180)&nbsp;days (including weekends and holidays) in any three hundred sixty-five (365)-day period, as determined by the Executive&#146;s treating
physician in his or her reasonable discretion. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(i) &#147;<U>Good Reason</U>&#148; means (i)&nbsp;any material diminution in the
Executive&#146;s job duties, authorities or responsibilities; (ii)&nbsp;a reduction in the Executive&#146;s Base Salary or Target Bonus as a percentage of Base Salary or the failure to grant any Annual Equity Award as required in
<U>Section&nbsp;4(c)</U>; (iii)&nbsp;the failure of the Executive to report solely and directly to the Chief Executive Officer; (iv)&nbsp;the assignment of duties substantially inconsistent with the Executive&#146;s status as Executive Vice
President of Finance and Chief Financial Officer; (v)&nbsp;a relocation of the Executive&#146;s primary place of employment to a location more than fifty (50)&nbsp;miles from the current location of the Company&#146;s offices in Oklahoma City,
Oklahoma; (vi)&nbsp;any other material breach of this Agreement by the Company; or (vii)&nbsp;the failure of the Company to obtain the assumption in writing of its obligations under the Agreement by any successor to all or substantially all of the
assets of the Company after a merger, consolidation, sale or similar transaction in which such Agreement is not assumed by operation of law. In order to invoke a termination for Good Reason, (A)&nbsp;the Executive must provide written notice within
ninety (90)&nbsp;days of the later of the occurrence, or the Executive&#146;s knowledge, of any event of &#147;Good Reason,&#148; (B)&nbsp;the Company must fail to cure such event within thirty (30)&nbsp;days of the giving of such notice and
(C)&nbsp;the Executive must provide a Notice of Termination within thirty (30)&nbsp;days following the expiration of the Company&#146;s cure period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(j) &#147;<U>Non-Compete Period</U>&#148; means the period commencing on the Effective Date and ending twenty four (24)&nbsp;months after the
Executive&#146;s Date of Termination. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement, or have
caused this Agreement to be duly executed and delivered on their behalf. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>LSB INDUSTRIES, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Daniel D. Greenwell</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">LSB Industries, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Daniel D. Greenwell</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">President and Chief Executive Officer</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>EXECUTIVE</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Mark Behrman</P></TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Exhibit A </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(General Release) </B></P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>GENERAL RELEASE </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">I, Mark Behrman, in consideration of and subject to the performance by LSB Industries, Inc. (together with its affiliated companies and
subsidiaries and its successors and assigns, the &#147;<U>Company</U>&#148;), of its obligations under <U>Section&nbsp;10</U> of the Employment Agreement, dated as of January&nbsp;14, 2016 effective as of December&nbsp;31, 2015 (the
<U>&#147;Agreement&#148;),</U> do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and subsidiaries and all present, former and future directors, officers, agents, representatives, employees,
successors and assigns of the Company and/or its respective affiliates and subsidiaries and direct or indirect owners (collectively, the <U>&#147;Released Parties</U>&#148;) to the extent provided herein (this &#147;<U>General Release</U>&#148;).
Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. I understand that, other than the
Accrued Benefits, the payments or benefits paid or granted to me under <U>Section&nbsp;10</U> of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled.
I understand and agree that I will not receive the payments and benefits specified in <U>Section&nbsp;10</U> of the Agreement, other than the Accrued Benefits, unless I execute this General Release and do not revoke this General Release within the
time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. Except as provided in paragraph 4 below and except for the provisions of the Agreement which expressly survive the termination of my
employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions,
causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys&#146; fees, or liabilities of any nature whatsoever in law and in
equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company and/or any of the Released Parties which I, my spouse, or any of my
heirs, executors, administrators or assigns, ever had, now have, or hereafter may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, and
particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship with Company, the terms and conditions of that employment relationship, and the termination of that
employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as
amended (including the Older Workers Benefit Protection Act), the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the
Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other
local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract
(subject to the terms hereof), infliction of emotional distress, defamation (subject to the terms hereof), or any claim for costs, fees, or other expenses, including attorneys&#146; fees incurred in these matters) (all of the foregoing collectively
referred to herein as the &#147;<U>Claims</U>&#148;). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to
limit the scope of this General Release. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of
action, or other matter covered by paragraph 2 above. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. I agree that this General Release does not waive or release any rights or claims that I may
have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall
not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967). Notwithstanding anything herein to the contrary, I am not waiving any of the following (and definition
of &#147;Claims&#148; shall not include these claims or rights): (i)&nbsp;any claim or right to enforce the Agreement or this General Release or any other written agreement between the Company and me that pertains to an employee benefit plan,
program, policy or arrangement, or ownership of the Company&#146;s stock or debt securities in effect as of the Date of Termination ; (ii)&nbsp;any claims which arise after the date of this General Release; (iii)&nbsp;my rights as a securityholder
of the Company; and (iv)&nbsp;my rights to be indemnified and/or defended and/or advanced expenses, including pursuant to the Company&#146;s corporate governance documents or the Indemnification Agreement (as defined in the Agreement) (and
Section&nbsp;11 of the Agreement) or, if greater, applicable law and my rights to be covered under any applicable directors&#146; and officers&#146; insurance liability policies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind
whatsoever with respect to claims released by me herein, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the foregoing, I acknowledge that I am not waiving and am not being
required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or
participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. In signing this
General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each
and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and
unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the
Company would not have agreed to the terms of the Agreement. I further agree that in the event that I should bring a Claim seeking damages against the Company, or in the event that I should seek to recover against the Company in any Claim brought by
a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending Claim, or of any facts that could give rise to a
Claim, of the type described in paragraph 2 as of the execution of this General Release. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. I agree that neither this General Release,
nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I challenge the validity of this General
Release. I also agree that if I violate this General Release by suing the Company or the other Released Parties with respect to Claims released by me herein, I will pay all costs and expenses of defending against the suit incurred by the Released
Parties, including reasonable attorneys&#146; fees, and return all payments received by me pursuant to the Agreement on or after the termination of my employment. I further agree that if I materially violate any of my post-employment obligations
under <U>Sections 6 or 7</U> of the Agreement, I will also forfeit any cash severance amounts payable by the Company pursuant to either <U>Section&nbsp;10(d) or Section&nbsp;10(e)</U> of the Agreement, as applicable, other than the Accrued Benefits,
and will return any such sums already paid, on an after-tax basis, to the Company; provided that no such payments shall be subject to forfeiture and/or repayment unless the Company has provided me with written notice of the events giving rise to
such forfeiture and/or repayment and I have not ceased to engage in such activities within fifteen (15)&nbsp;days of my receipt of such written notice. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. I agree that this General Release is confidential and agree not to disclose any information
regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof (and I will instruct each of the foregoing not to disclose the same to
anyone) or as required by law or to the extent reasonably necessary in connection with any dispute between me and the Company regarding this General Release, the Agreement or any other written agreement between the Company and me that pertains to an
employee benefit plan, program, policy or arrangement, or ownership of the Company&#146;s stock or debt securities in effect as of the Date of Termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry
about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-regulatory organization or governmental entity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. I hereby acknowledge that <U>Sections 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 23, 24 and 25</U> of the Agreement shall
survive my execution of this General Release. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. I represent that I am not aware of any Claim by me, and I acknowledge that I may<SUP
STYLE="font-size:85%; vertical-align:top">-</SUP>hereafter discover Claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and
which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way
affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement, this General Release, or any other written agreement between the Company and me that pertains to an employee benefit plan, program,
policy or arrangement, or ownership of the Company&#146;s stock or debt securities in effect as of the Date of Termination, after the date hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any
other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This General Release
constitutes the complete and entire agreement and understanding among the parties, and supersedes any and all prior or contemporaneous agreements, commitments, understandings or arrangements, whether written or oral, between or among any of the
parties, in each case concerning the subject matter hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. Subject to applicable law, I covenant and agree that I shall not in any
way publicly disparage, call into disrepute, or otherwise defame or slander the Company or any of its subsidiaries, in any manner that would materially damage the business or reputation of the Company or its subsidiaries. The Company covenants and
agrees, on behalf of itself and its subsidiaries, that neither the Company, any of its subsidiaries nor any of the officers or directors of the Company or any of its subsidiaries shall in any way publicly disparage, call into disrepute, or otherwise
defame or slander me. Nothing in this <U>Section&nbsp;15</U> shall preclude or restrict me or the Company or any of the subsidiaries of the Company from making truthful statements, including, without limitation, those that are required by applicable
law, regulation or in connection with a legal process or proceeding, and the making of such statements shall not be a violation of this section. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top">I HAVE READ IT CAREFULLY; </TD></TR></TABLE>

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<TD WIDTH="4%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top">I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF
1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990. AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top">I VOLUNTARILY CONSENT TO EVERYTHING IN IT; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top">I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION, </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top">I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE
REQUIRED [2I][45]-DAY PERIOD; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top">I UNDERSTAND THAT I HAVE SEVEN (7)&nbsp;DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED; AND
</TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top">I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT. </TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">SIGNED:</TD>
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<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
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<TD VALIGN="top">DATE:</TD>
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<TD VALIGN="top" COLSPAN="3">AGREED AS TO SECTION 15 HEREOF:</TD></TR>
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<TD VALIGN="top" COLSPAN="3">LSB INDUSTRIES, INC.</TD></TR></TABLE></DIV> <DIV ALIGN="right">
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<TD VALIGN="top">Name:</TD>
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<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>
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<TD VALIGN="top">Title:</TD>
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