DEFERRED
COMPENSATION PLAN
FOR NONEMPLOYEE DIRECTORS
(Effective
January 1, 1992)
as adopted
by the Board of Directors
November 13, 1991
Approved by
Shareholders
March 25, 1992
as last
amended by the Board of Directors
effective January 1, 2009
GENCORP
INC.
DEFERRED COMPENSATION PLAN
FOR NONEMPLOYEE DIRECTORS
Article 1
Establishment of Plan
GenCorp
Inc. (“Company”), hereby adopts the deferred
compensation plan set forth herein, effective as of January 1,
1992, provided that the provisions for the GenCorp Stock Fund shall
be effective only upon approval by the Company’s
shareholders. The purpose of the Plan is to provide the
Company’s Nonemployee Directors with the opportunity to defer
the receipt of Director Pay on a pre-tax basis and to earn
investment income on the amount of their deferred pay. The Plan
predates the effective date of Section 409A of the Internal
Revenue Code. The terms and conditions of the Plan as in effect on
October 3, 2004, continue to apply to deferrals that were
vested as of December 31, 2004 (and earnings thereon). For
ease of reference, a copy of the Plan, as in effect on that date,
is attached hereto as Appendix 1.
Article 2
Definitions and Construction
2.1
Definitions . The following capitalized words and phrases
when used in the text of the Plan shall have the meanings set forth
below:
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(a)
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“Board” means the Board of Directors of the
Company.
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(b)
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“Calendar Year” means each consecutive twelve-month
period commencing January 1 and ending December 31.
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(c)
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Change in Control
: The occurrence of any of the following events, subject to the
provisions of paragraph (5) hereof:
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(1)
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The Company is merged, consolidated or reorganized into or with
another corporation or entity, with the result that upon conclusion
of the transaction less than 51% of the outstanding securities
entitled to vote generally in the election of directors or other
capital interests of the surviving, resulting or acquiring
corporation or entity are beneficially owned (as that term is
defined in Rule 13-d3 under the Securities Exchange Act of
1934 [“Exchange Act”], as amended (such ownership,
“Beneficial Ownership”) by the shareholders of the
Company immediately prior to the completion of the transaction;
or
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(2)
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Any person (as the term “person” is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act
consistent with Treas. Reg. 1.409A-3(i)(5)(v)(B) (a
“Person”)) acquires or has become (during the 12-month
period ending on the date of the most recent acquisition by such
Person) the Beneficial Owner of securities representing 30% or more
of the combined voting power of the then-outstanding voting
securities of the Company; or
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(3)
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A majority of the individuals constituting the Board (the
“Incumbent Directors”) is replaced during any
twelve-month period by directors whose appointment or election is
not endorsed by a majority of the members of the Board before the
date of the appointment or election, including without limitation
as a result of a tender offer, proxy contest, merger or similar
transaction; or
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(4)
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All or substantially all (meaning having a total gross fair market
value at least equal to 40% of the total gross fair market value of
all of the Company’s assets immediately before such
acquisition or acquisitions) of the assets of the Company are
acquired by a Person (during a 12-month period ending on the date
of the most recent acquisition by such Person).
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(5)
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Notwithstanding the foregoing provisions of this
Section 2.1(c):
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(A)
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If any such merger, consolidation, reorganization, sale or transfer
of assets, or tender offer or other transaction or event or series
of transactions or events mentioned in paragraph (iv) hereof
shall be abandoned, or any such accumulations of shares shall be
dispersed or otherwise resolved, the Board may, upon a majority
vote of all then-continuing Incumbent Directors (such a vote, a
“Majority Vote”), nullify the effect thereof, but
without prejudice to any action that may have been taken prior to
such nullification.
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(B)
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Unless otherwise determined in a specific case by the Board, a
Change in Control shall not be deemed to have occurred for purposes
of paragraph (2) hereof solely because (i) the Company,
(ii) a subsidiary of the Company, or (iii) any
Company-sponsored employee stock ownership plan or any other
employee benefit plan of the Company or any subsidiary of the
Company either files or becomes obligated to file a report or a
proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) under the
Exchange Act disclosing Beneficial
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Ownership by it of shares of the then-outstanding voting securities
of the Company, whether in excess of 30% or otherwise, or because
the Company reports that a change in control of the Company has
occurred or will occur in the future by reason of such beneficial
ownership.
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(C)
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For the avoidance of doubt, the fact that a particular event may
not constitute a “Change in Control” under any
subsection of this Section 2.1(c) will not affect whether a
Change in Control shall be determined to have occurred under any
other subsection.
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(d)
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“Company” means GenCorp Inc.
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(e)
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“Deferral Dates” means the dates on which Director
payments are made, are paid, namely January 15, April 15,
July 15 and October 15.
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(f)
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“Director” means a member of the Board.
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(g
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“Director Pay” means the aggregate compensation payable
by the Company to a Director, including committee chair and
membership pay.
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(h)
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“Effective Date” means January 1, 1992 (except the
provisions for the GenCorp Stock Fund which will become effective
upon approval of the Plan by the Company’s
shareholders).
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(i)
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“Market Value” means
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(1)
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in the case of shares of GenCorp Common Stock (except as otherwise
provided in Section 6.3 hereof), the closing price (or if no
trading occurs on any trading day, the mean between the closing bid
and asked prices) as quoted in the New York Stock Exchange
Composite Transactions as published in the Wall Street Journal (or,
if not so listed, as quoted on such other exchange on which such
securities shall then be listed, or if unlisted, the mean average
between the over-the-counter high bid and low asked quotation) on
the day for which the determination is to be made, or if such day
is not a trading day, the trading day immediately preceding such
day, and as used in Section 6.4 hereof, in the event of a
Recapitalization, the weighted average of the trading prices on the
day (or the weighted average of such trading prices on such trading
days) following the occurrence thereof as determined by the
Organization and Compensation Committee of the Board in
its
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discretion,
or in the event of an issuer tender offer in connection with a
Recapitalization, the weighted average of the trading prices on the
trading day immediately following the termination date of such
issuer tender offer, or any extensions thereof (or the weighted
average of such trading prices on the five trading days immediately
following such termination date) as determined by the Organization
and Compensation Committee in its discretion; and
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(2)
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in the case of shares of the Designated Equity Fund (i) for a
bank commingled fund, the closing price of a share as determined by
the trustee of such fund, (ii) for a closed-end fund, the
closing price of a share on the New York Stock Exchange, or
(iii) for an open-end mutual fund, the net asset value per
share of a share as determined by such fund, on the date for which
the determination is to be made, or if such date is not a trading
day, the trading day immediately preceding such determination
date.
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(j)
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“Nonemployee Director” means a Director who is not an
employee of the Company.
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(k)
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“Participant” means a Nonemployee Director who elects
to defer all or a portion of his Director Pay in accordance with
Article 4.
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(l)
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“Plan” means the GenCorp Inc. Deferred Compensation
Plan for Nonemployee Directors described in this document, as
approved by the Board on November 13, 1991 and as amended from
time to time; provided further that with respect to deferrals
vested prior to January 1, 2005, “Plan” means the
GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors
as in effect on October 3, 2004 (and including any
non-material amendments made thereafter) and attached hereto as
Appendix 1.
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(m)
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“Recapitalization” means a significant change in the
capital structure of the Company (which may include an issuer
tender offer made to all of the Company’s shareholders to
purchase outstanding shares of the Company’s Common Stock),
as determined in the discretion of the Board as constituted
immediately prior to the occurrence thereof.
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2.2
Construction . Whenever any word is used herein in the
singular form, it shall be co
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