GENCORP INC. 2009 EQUITY AND PERFORMANCE INCENTIVE PLAN Director Stock Appreciation Rights Agreement

Exhibit 10.4

GENCORP INC.
2009 EQUITY AND PERFORMANCE INCENTIVE PLAN

Director Stock Appreciation Rights Agreement

     WHEREAS,                      (the “Rights Holder”) is a Director of GenCorp Inc. (the “Company”); and

     WHEREAS, the grant of stock appreciation rights to the Rights Holder has been duly authorized by a resolution of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors and by the Board of Directors (the “Board”) of the Company effective as of                      , 20___(the “Date of Grant”).

     NOW, THEREFORE, pursuant to the Company’s 2009 Equity and Performance Incentive Plan (the “Plan”), the Company hereby grants to Rights Holder                                          (___) Free-Standing Appreciation Rights (“SAR”) pursuant to this Stock Appreciation Rights Agreement (the “Agreement”) entitling Rights Holder to obtain, upon the exercise of SARs on the terms and conditions set forth herein, a cash payment as determined herein.

     1.  Exercisability of SARs .

          (a) Unless and until terminated as hereinafter provided, the SARs subject to this Agreement will become exercisable, (i) to the extent of one-half of the total number of SARs granted, on the date which is six months after the Date of Grant, and (ii) with respect to the remaining one-half of such SARs, on the date which is one year after the Date of Grant, on the condition that the Rights Holder remains a Director of the Company on such dates. To the extent that the SARs will have so become exercisable, the SARs may be exercised in whole or in part from time to time.

          (b) Notwithstanding the provisions of Subsection (a) of this Section 1, the SARs will become immediately exercisable in full upon the occurrence of a change in control of the Company. For purposes of this Agreement, the term “change in control” will have the meaning given such term under the Plan as in effect on the Date of Grant.

     2.  Exercise of SARs .

          (a) SARs may be exercised only by delivery of a signed and dated SAR Exercise Form to the Company in accordance with instructions provided therewith, which Exercise Form shall state the number of SARs to be exercised. For all purposes, including the determination of applicable tax reporting and withholding, the exercise date will be the date entered next to the Rights Holder’s signature on the SAR Exercise Form (the “Exercise Date”). The Company will not fill in the Exercise Date under any circumstances.

          (b) The Exercise Date can be no earlier than the date the SAR Exercise Form is delivered to the Company regardless of the method of delivery (i.e., by fax, by hand, by overnight courier, etc.)

     3.  Payment of SAR Value .

          (a) Upon the exercise of SARs in accordance with Section 2, the Company shall make a cash payment for the SAR Value relating to such exercise to the Rights Holder.

          (b) SAR Value shall be the product of (i) the number of Shares with respect to which the SAR is exercised, and (ii) the excess of the Fair Market Value of a Share on the date of exercise over $___(the “Grant Price”).

          (c) Fair Market Value shall mean the last sales price reported for the Shares on the applicable date as reported on the principal national securities exchange in the United States on which it is then traded or The NASDAQ Stock Market (if the Shares are so listed), or, if not so listed, the mean between the closing bid and asked prices of publicly traded Shares in the over-the-counter market, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation service selected by the Company, or as determined by the Committee in a manner consistent with the provisions of the Code. If, however, the required accounting standards used to account for the SARs granted to the Rights Holder are substantially modified subsequent to the Effective Date of the Plan such that fair value accounting for such SARs becomes required, the Committee shall have the ability to determine the SAR’s Fair Market Value based on the relevant facts and circumstances.

     4.  Term of SARs .

          (a) Exercisable SARs. SARs that have become exercisable will terminate on the date which is seven years from the Date of Grant.

          (b) SARs Not Yet Exercisable . SARs that have not become exercisable prior to the termination of the Rights Holder’s service as a Director with the Company for any reason will terminate on the date of termination of such service.