GENCORP INC.
1999 EQUITY AND PERFORMANCE INCENTIVE PLAN
Restricted Stock
Agreement
WHEREAS,
(the “Grantee”) is an employee of GenCorp Inc. (the
“Company”) or a subsidiary of the Company (a
“Subsidiary”); and
WHEREAS,
the execution of a restricted stock agreement in the form hereof
(the “Agreement”) has been authorized by a resolution
of the Organization & Compensation Committee (the
“Committee”) of the Board of Directors (the
“Board”) of the Company, or if applicable, by the Board
duly adopted on
.
NOW,
THEREFORE, pursuant to the Company’s 1999 Equity and
Performance Incentive Plan (the “Plan”), the Company
grants to the Grantee, as of
(the “Date of Grant”), (
)shares of the Company’s common stock, par value $0.10 per
share (the “Stock”), subject to the terms and
conditions of the Plan and the following terms, conditions,
limitations and restrictions:
1.
Issuance of Stock . The Stock covered by this Agreement
shall be fully paid and nonassessable and shall be represented by
certificates registered in the name of the Grantee bearing a legend
referring to the restrictions hereinafter set forth.
2.
Restrictions on Transfer of Stock . The Stock subject to
this Agreement may not be transferred, sold, pledged, exchanged,
assigned or otherwise encumbered or disposed of by the Grantee,
except to the Company, unless and until it has become vested and
nonforfeitable in accordance with Section 3 hereof; provided,
however, that the Grantee’s interest in the Stock covered by
this Agreement may be transferred at any time by will or the laws
of descent and distribution. Any purported transfer, encumbrance or
other disposition of the Stock covered by this Agreement that is in
violation of this Section 2 will be null and void, and the
other party to any such purported transaction shall not obtain any
rights to or interest in the Stock covered by this Agreement. When
and as permitted by the Plan, the Company may waive the
restrictions set forth in this Section 2 with respect to all
or any portion of the Stock covered by this Agreement.
3.
Vesting of Stock . (a) Provided that the Grantee has
remained in the continuous employ of the Company or a Subsidiary
until the relevant date or dates of vesting set forth on
Schedule A attached hereto, the Stock covered by this
Agreement shall become vested and nonforfeitable in accordance
with, and subject to, the conditions set forth below:
(i) Subject
to the provisions of Section 3(a)(iii) hereof, if a
performance goal set forth on Schedule A is achieved, as
determined by the Committee, the number of shares of Stock
allocated to such performance goal in accordance with
Schedule A shall become vested and no longer subject to
forfeiture on the relevant date specified on Schedule A with
respect to such performance goal;
(ii) Subject
to the provisions of Section 3(a)(iii) hereof, if a
performance goal set forth on Schedule A is not achieved, as
determined by the Committee, the number of shares of Stock
allocated to such performance goal in accordance with
Schedule A shall be irrevocably and forever forfeited with
respect to such performance goal; and
(iii) If
the meeting at which the Committee determines achievement of any
performance goal occurs after the relevant date specified on
Schedule A with respect to such performance goal, vesting or
forfeiture of such Stock attributable to such performance goal
shall be deemed to occur on the date of such meeting.
(b) For
the purposes of this Agreement, the continuous employment of the
Grantee with the Company or a Subsidiary shall not be deemed to
have been interrupted, and the Grantee shall not be deemed to have
ceased to be an employee of the Company or a Subsidiary, by reason
of (A) the transfer of the Grantee’s employment among
the Company and its Subsidiaries or (B) an approved leave of
absence.
(c) Notwithstanding
the provisions of Section 3(a) hereof, all of the Stock covered by
this Agreement shall become immediately vested and
nonforfeit
