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AMENDMENT TO THE
GENCORP INC. 1999 EQUITY AND
PERFORMANCE INCENTIVE PLAN
(“Plan”)
In accordance with
Sections 16 and 17 of the Plan, the Plan shall be amended,
effective as of the dates hereinafter set forth to read as
follows:
1. A new
Section 3(e) of the Plan shall be added, effective October 6,
2009, to read as follows:
“(e) In
the event that, as a result of an upward adjustment to the number
of Options or Performance Shares hereunder as a result of exceeding
a specified target, the number of Option and/or Performance Shares
would exceed the otherwise applicable limit set forth in
Section 3, such awards will be modified, on a basis determined
by the Committee, so that such limits are not exceeded. Any Options
or Performance Shares that cannot be awarded hereunder because of
the limitations of Section 3 may be granted under the GenCorp
Inc. 2009 Equity and Performance Incentive Plan.”
2. Section 12
of the Plan shall be amended in its entirety effective
October 6, 2009, to read as follows:
“For
purposes of the Plan, except as may be otherwise prescribed by the
Board in an agreement evidencing a grant or award made under the
Plan, a Change in Control shall mean
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