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Exhibit 10.1




INDEPENDENT CONSULTING AGREEMENT




Dated as of February 28, 2006




by and between




	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	Joseph Carleone

	 	 	 	 	 	GenCorp Inc.	 
	 	2338 Teton Circle

	 	 	 	 	 	P.O. Box 537012	 
	 	Placentia, CA 92870

	 	 	 	 	 	Sacramento, CA 95853-7012	 
	 	 

	 	 	and
	 	 	(if by courier — Highway 50 & Aerojet Road	 
	 	 

	 	 	 	 	 	Rancho Cordova, CA 95742)	 
	 	 

	 	 	 	 	 	an Ohio corporation	 
	 	(“Consultant”)

	 	 	 	 	 	(“GenCorp”)	 
	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




For good and valuable consideration and intending to be legally bound, the following constitutes an
Independent Consulting Agreement (“Agreement”) between Consultant and GenCorp.




1.     General Provisions



A.     Subject. The subject of this Agreement is Consultant’s performance of certain consulting
services for GenCorp.



B.     Annex A. The parties have attached to this Agreement an Annex (“Exhibit A”) that
contains material provisions which are an integral part of this Agreement and are fully
incorporated herein by reference.



C.     Definitions. For purposes of this Agreement,





	 	(1)	 	“Term” means the period starting on February 28, 2006 and ending on
August 28, 2007;
	 
	 	(2)	 	“Services” means the services described on Item No. 1 of Annex A; and
	 
	 	(3)	 	“Fees” means payment for Services performed set forth in Item No. 2 of
Annex A;





2.     Engagement



Pursuant to the provisions of this Agreement, GenCorp hereby engages Consultant to perform the
Services during the Term and Consultant hereby accepts GenCorp’s engagement.




3.     Performance of Services



A.     Performance. Consultant shall perform the Services subject to the final, written acceptance of
GenCorp, which shall not be unreasonably withheld or delayed. GenCorp shall not withhold payment
of any of the Fees for the Services without providing Consultant with thirty (30) days’ prior
written notice and an opportunity to cure.




 









 








B.     Status. Consultant shall perform Services as an independent contractor, and nothing in this
Agreement, as written or as implemented, is intended to create an employer-employee,
master-servant, or principal-agent relationship between GenCorp and Consultant. During the Term,
Consultant will not accrue any additional benefits under the Company’s defined benefit pension
plan(s) or participate in any other Company benefit plans. In addition, Consultant shall not be
entitled to any health or welfare or other benefits by virtue of this Agreement.



C.     Discretion. Consultant shall exercise reasonable discretion in determining how, when and where
Services are performed.



D.     Authority. Consultant shall have no authority to enter into any agreement with any person or
entity on behalf of GenCorp; nor shall Consultant represent to anyone that he or she possesses any
such authority.



In performing Services at any GenCorp facility, Consultant agrees to comply with all GenCorp
regulations, rules of business conduct, security, safety and fire prevention requirements.



4.     Compensation




A.     Fees. In exchange for performance of the Services, GenCorp shall pay Consultant the Fees as
agreed herein.



B.      Expenses. GenCorp shall reimburse Consultant for those reasonable business expenses incurred
by Consultant, such as travel, lodging and meals, which are necessary to the performance of
Services outside the Orange County, California area. Such reimbursement shall not exceed the
actual dollar amount of the expense, and shall be supported by documentation that complies with
GenCorp’s then-current expense reimbursement policies and procedures.



C.     Taxes. Consultant shall be solely responsible for the payment of all taxes and other
governmental charges that may result from any payment made to Consultant under this Agreement, and
Consultant hereby agrees to reimburse and indemnify GenCorp with respect to any expenses,
penalties, charges or liabilities incurred by GenCorp as a result of the nonpayment of any such
taxes or charges.



D.     Payment. During the Term, GenCorp will pay Consultant the Fees and reimburse Consultant’s
reasonable business Expenses incurred in connection with the provision of the Services.



5.     Work Product




A.     Work Product Assigned to GenCorp. All work product, including all inventions, ideas,
suggestions, works of authorship, and computer programs, conceived, developed, prepared for or
submitted to GenCorp by Consultant under this Agreement (“Work Product”) shall belong
exclusively to GenCorp, and Consultant hereby irrevocably assigns to GenCorp the ownership of any
and all of his rights, title and interest in and to the Work Product. GenCorp shall have the right
to obtain and hold in its own name patents, copyrights, registrations and other protection which
may be available for the Work Product. In connection with any such assignment, Consultant agrees
to communicate to GenCorp all facts known by Consultant concerning any Work Product, to sign all
rightful papers, make all rightful oaths and generally assist GenCorp in obtaining and enforcing
patent, copyright or other protection for all such Work Product.



B.     Original Work Product Warranty. Except as may be identified in writing by Consultant prior to
submission, Consultant represents, warrants and covenants that the items prepared for or submitted
to GenCorp under this Agreement shall be original work product of Consultant; no portion of such items shall be confidential and/or proprietary to Consultant and/or to any third



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party or protected by any copyright, trade secret or similar right of Consultant or any third
party; provided, however, that to the extent that any preexisting materials are contained in the
Work Product and Consultant is entitled to license such pre-existing materials to GenCorp,
Consultant hereby grants to GenCorp an irrevocable, nonexclusive, worldwide, royalty-free license
to: (1) use, execute, reproduce, display, perform, distribute (internally or externally) copies
of, and prepare derivative works thereof, and (2) authorize others to do any, some or all of the
foregoing. GenCorp shall be responsible for procuring and paying for any additional licenses to
any pre-existing materials which Consultant is prohibited (by contractual, legal or fiduciary duty)
from disclosing to GenCorp.



C.     Work Product Use. No license or right is granted to Consultant either expressly or by
implication, estoppel or otherwise to publish, reproduce, prepare derivative works based upon,
distribute copies of, publicly display, or perform, any of the Work Product. Consultant shall
protect the Work Product from any disclosure not authorized by GenCorp and at GenCorp’s request and
upon the completion of the Services Contractor shall deliver to GenCorp all documents and other
media in his possession or under his control which contain or reflect any Work Product, subject
however to the following: Consultant may copy, reproduce, and retain any or all such copies of such
written documents which are necessary to perform the Services until expiration of the Term, at
which time Consultant shall deliver the same to GenCorp. Further, GenCorp shall have the right to
inspect and verify such retained documents which shall be segregated by Consultant at all times.
Notwithstanding the foregoing, Consultant may retain a complete set of copies of the Work Product
for the purpose of establishing his performance of his obligations under this Agreement.



6.     Confidentiality




A.     Nonuse and Nondisclosure. Consultant shall treat as confidential and protect from any
disclosure or use not authorized by this Agreement any information provided by GenCorp in
connection with this Agreement and any Work Product, including, but not limited to, information
relating to GenCorp’s technology, formulae, procedures, processes, methods, trade secrets, ideas,
and inventions (the “Confidential Information”). Consultant shall only use the Confidential
Information for the benefit of GenCorp and for no other purpose.



B.     Permitted Uses. Notwithstanding Section 6(A), Consultant shall not be liable for disclosing or
using Confidential Information if it is established that the Confidential Information disclosed or
used: (a) was actually known to the Consultant before being obtained from GenCorp; (b) was or
becomes generally available to the public without fault of Consultant; (c) was acquired in good
faith by Consultant from a third party who rightfully possessed such information and who was not
under any contractual, legal or fiduciary duty not to disclose such information; or (d) is required
to be disclosed by process of law, provided that Consultant shall promptly notify and cooperate
with GenCorp prior to any disclosure to allow GenCorp an opportunity to resist such process.



C.     Return of Confidential Information. At the written request of GenCorp and upon the completion
of the Services, all Confidential Information in the possession or under the control of Consultant,
including, without limitation, all papers, documents, tapes, computer databases or other media
which contain or reflect Confidential Information, shall be immediately delivered to GenCorp and
Consultant shall not retain any copies thereof, except as provided in Section 5(C) above.



D.     Continuing Duties. Consultant’s duties under this Section 6 will continue indefinitely,
including beyond the Term hereof.



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7.     Miscellaneous




A.     Amendments. This Agreement may be amended at any time, but only by a written agreement signed
by both parties.



B.     Personal Performance. This Agreement calls for the personal performance of Services by
Consultant. Accordingly, Consultant may not assign any rights or delegate any duties under this
Agreement to anyone without GenCorp’s prior written approval.



C.     No Third Parties. This Agreement does not create any rights in or confer any benefits to anyone
other than GenCorp and Consultant. This Agreement inures to the benefit of and shall be binding on
and enforceable by each of the Parties hereto or any of them, their respective representatives, and
successors.



D.     Governing Law and Venue. This Agreement shall be governed by the laws of the State of
California, and this Agreement shall only be enforced by the courts of California. Consultant
hereby agrees to comply with all laws, rules and regulations in performance of Services under this
Agreement, including, without limitation, all securities laws, rules and regulations.



E.     Complete Agreement. This Agreement contains the entire understanding of the parties regarding
the subject of this Agreement. Accordingly, this Agreement supersedes all prior representations,
warranties, covenants, commitments, guarantees or other agreements, whether oral or written,
relating to the subject of this Agreement.



F.     Notices. All notices required hereunder shall be deemed received no later than five (5) days
after depositing said notice in the U.S. Mail, via certified mail, to the party’s address stated on
page one of this Agreement.



G.     Release. In consideration of, among other things, the entering into this Agreement, Consultant
shall on the date hereof, execute the release in the form attached hereto as Annex B.



To evidence their agreement, Consultant and GenCorp Inc. have signed this Independent
Consulting Agreement below and delivered signed counterparts of this Independent
Consulting Agreement to each other.



	 	 	 	 	 
	 	Joseph Carleone

 	 
	 	/s/ Joseph Carleone
 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	GenCorp Inc.

 	 
	 	By:  	/s/ Mark Whitney
 	 
	 	 	Its:  Vice President, Law 	 
	 	 	 	 
	 




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Annex A




to




Independent Consulting Agreement

dated as of February 28, 2006

by and between

joseph carleone and GenCorp Inc.




Item No. 1 — Services






Consultant will provide the following Services during the Term:




Joseph Carleone shall reasonably assist GenCorp on an as needed basis with
respect to matters arising out of the sale of the Aerojet Fine Chemical
business by GenCorp and its affiliates to American Pacific Corporation
(“AMPAC”). Joseph Carleone shall assist GenCorp for up to thirty-two (32)
hours per month.



Item No.2 — Fees





Consultant’s Fees will be as follows:




$8,333.33 per month during the Term paid in arrears, with a final payment of
$8,333.39 paid on the final day of the term, for an aggregate amount paid of
$150,000.00.



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Annex B




Release




     Joseph Carleone (“Carleone”) agrees as follows:



     WHEREAS, Carleone and GenCorp Inc. (“GenCorp”) are parties to that certain consulting
agreement dated February 28, 2006 (the “Consulting Agreement”) pursuant to which Carleone
shall provide certain consulting services to GenCorp; and



     WHEREAS, Carleone is required to sign this Release as part of the Consulting Agreement.



     NOW THEREFORE, in consideration of the promises and agreements contained herein and other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and
intending to be legally bound, Carleone agrees as follows:



     1.     This Release is effective on the date hereof and shall continue in effect as provided
herein.



     2.     In consideration of the payments to be made and the benefits to be received by Carleone
pursuant to the Consulting Agreement, which Carleone acknowledges are in addition to payments and
benefits which Carleone would be entitled to receive absent the Consulting Agreement, Carleone, for
himself and his dependents, successors, assigns, heirs, executors and administrators (and his and
their legal representatives of every kind), hereby releases, dismisses, remises and forever
discharges GenCorp Inc., its predecessors, parents, subsidiaries, divisions, related or affiliated
companies, officers, directors, stockholders, members, employees, heirs, successors, assigns,
representatives, agents and counsel (collectively, the “Company”) from any and all
arbitrations, claims, including claims for attorney’s fees, demands, damages, suits, proceedings,
actions and/or causes of action of any kind and every description, whether known or unknown, which
Carleone now has or may have had for, upon, or by reason of any cause whatsoever (collectively,
“claims”), against the Company, including but not limited to:



     (a)     any and all claims arising out of or relating to Carleone’s employment by or service with
the Company and his termination from the Company but specifically excluding any claim to benefits
under any defined benefit plan of the Company, 401K plan and/or benefit restoration plan;



     (b)     any and all claims for severance payments, and any claims of discrimination, including but
not limited to claims of discrimination on the basis of sex, race, age, national origin, marital
status, religion or handicap, including, specifically, but without limiting the generality of the
foregoing, any claims under the Age Discrimination in Employment Act, as amended, Title VII of the
Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, Ohio Revised Code
Section 4101.17 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof
and any similar provision under California and other state laws; and



     (c)     any and all claims of wrongful or unjust discharge or breach of any contract or
promise, express or implied.



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     3.     Carleone understands and acknowledges that the Company does not admit any violation of law,
liability or invasion of any of his rights and that any such violation, liability or invasion is
expressly denied. The consideration provided for this Release is made for the purpose of settling
and extinguishing all claims and rights (and every other similar or dissimilar matter) that
Carleone ever had or now may have against the Company to the extent provided in this Release.
Carleone further agrees and acknowledges that no representations, promises or inducements have been
made by the Company other than as appear in the Consulting Agreement.



     4.     Carleone further agrees and acknowledges that:



     (a)     The release provided for herein releases claims up to and including the date of this
Release other than any claim to receive benefits under any defined benefit plan of the Company;



     (b)     He has been advised by the Company to consult with legal counsel prior to executing this
Release, has had an opportunity to consult with and to be advised by legal counsel of his choice,
fully understands the terms of this Release, and enters into this Release freely, voluntarily and
intending to be bound; and



     (c)     He has been given a period of 21 days to review and consider the terms of this Release,
prior to its execution and that he may use as much of the 21 day period as he desires.



     5.     Carleone agrees that he will never file a lawsuit or other complaint asserting any claim
that is released in this Release.



     6.     Except in the event of a breach of the Consulting Agreement by Carleone, the release of
claims set forth in this Release is conditioned upon the full payment by GenCorp of the Fees as set
forth in the Consulting Agreement. To the extent GenCorp fails to pay such Fees, Carleone may
pursue such claims against the Company; provided, however, that, Carleone agrees that he shall not
seek, and he hereby waives, any damages for such claims in an amount greater than the difference
between (i) $150,000, and (ii) the amount of such Fees actually paid to Carleone.



     IN WITNESS WHEREOF, Carleone has executed and delivered this Release on the date set forth
below.



	 	 	 	 	 
	 	 	 
	Dated: 28 Feb 2006 	/s/ Joseph Carleone
 	 
	 	Joseph Carleone 	 
	 	 	 
	 



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	�For Consultant
	 	For GenCorp�