Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On September 30, 2012, Tronox Limited (the "Company") entered into a Separation Letter Agreement (the "Agreement") with Robert C. Gibney, former Senior Vice President and Chief Administrative Officer of the Company. Mr. Gibney's resignation from the Company was effective on September 29, 2012 (the "Separation Date").

Pursuant to the Agreement, among other things, (i) Mr. Gibney's departure is a voluntary departure under his existing employment agreement, (ii) he will receive severance in the amount of $650,000 payable biweekly over the 365 days following the Separation Date; and (iii) he and his dependants will receive health benefits through September 30, 2012. As of the Separation Date, 7,500 shares of restricted stock shall immediately vest and all remaining unvested awards will be immediately forfeited and cancelled without any consideration being paid therefor and otherwise without any further action of the Company whatsoever.

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