Incentive Plan 8k

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


December 22, 2005 - December 16, 2005
(Date of Report - Date of earliest event reported)


TRONOX INCORPORATED
(Exact name of registrant as specified in its charter)


Delaware
  
1-32669
  
20-2868245
(State of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)


123 Robert S. Kerr Avenue
    
Oklahoma City, Oklahoma
  
73102
(Address of principal executive offices)
  
(Zip Code)


(405)   775-5000
(Registrant's telephone number)

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:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01
Entry into Material Definitive Agreement
 
On December16, 2005, the Executive Compensations Committee of the Board set performance measures under the Tronox Annual Incentive Plan for the 2006 performance year. The measures are attached hereto as Exhibit 10.1.

Item 9.01
Financial Statements and Exhibits
 
 
(c) Exhibits
 
10.1 2006 Tronox Annual Incentive Plan Performance Measures

SIGNATURES
 
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.


   
TRONOX INCORPORATED
     
     
 
By:
(Roger G. Addison)
   
Roger G. Addison
   
Vice President, General Counsel and Secretary
     
Dated: December 22, 2005