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AMENDMENT TO THE
GENCORP INC. 2009 EQUITY AND
PERFORMANCE INCENTIVE PLAN
(“Plan”)
In accordance with
Section 16.1 of the Plan, the Plan shall be amended, effective
as of October 6, 2009, to read as follows:
1. Section 2.3
of the Plan shall be amended by adding the following sentence at
the conclusion thereof:
“Awards
shall also include, if approved by the Committee, any Nonqualified
Stock Options, Incentive Stock Options, or Performance Shares that
could not be fully awarded under the 1999 GenCorp Inc. Equity and
Performance Incentive Plan because of any numerical limit on Awards
set forth thereunder.”
2. Section 4.4
of the Plan shall be amended by adding the following sentence at
the conclusion thereof:
“To the
extent that any Award hereunder is one that is made solely because
of a limitation on awards under the 1999 GenCorp Inc. Equity and
Performance Incentive Plan such Award shall reduce on a Share for
Share basis, as applicable, any limit on Shares set forth in this
Section 4.”
3. Section 11.1
of the Plan shall be amended by adding the following sentence at
the conclusion thereof:
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