EX-10.1  Employee Restricted Stock Option Agrmnt



 



Exhibit 10.1


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; and


      WHEREAS, the execution of a restricted stock agreement in the form hereof
(the “Agreement”) has been authorized by a resolution of the Organization and
Compensation Committee (the “Committee”) of the Board of Directors (the
“Board”) of the Company duly adopted on February 5, 2003;


      NOW, THEREFORE, pursuant to the Company’s 1999 Equity and Performance
Incentive Plan (the “Plan”), the Company grants, as of February 5, 2003 (the
“Date of Grant”), to the Grantee ____________________ (_______) 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 and 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, until it has
become vested in accordance with Section 3 of this Agreement; 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 will be null and void,
and the other party to any such purported transaction will 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 with respect to all or any portion of the Stock covered by this
Agreement.


      3. Vesting of
Stock.


      (a) The Stock covered by this Agreement will become nonforfeitable over a
three-year period beginning on the Date of Grant, on the first, second and
third anniversaries of the Date of Grant, subject to the conditions set forth
below and provided that the Grantee has remained in the continuous employ of
the Company or a Subsidiary until each such anniversary:









 



		
	 	      (i) Share
Allocation. The total number of Shares granted hereunder
may become nonforfeitable, in one-third increments, on the following
anniversaries of the Date of Grant:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Grant		February 5, 2004		February 5, 2005		February 5, 2006
	 
	
		
		
		





		
	 	      (ii) The vesting of Shares on the first, second and third
anniversaries of the Date of Grant shall be determined by whether GenCorp
has achieved the Earnings Per Share Target (“EPS Target”) during the
Fiscal Year just completed.




		
	 	      (A) EPS Target for each Fiscal Year shall mean the diluted
earnings per share target as determined by the Committee and
adjusted for




			
	 	 	      (1) Pension and FAS income or
expense;
	 
	 	 	      (2) Amortization and impairment of goodwill and other
purchased intangibles; and
	 
	 	 	      (3) Restructuring charges and unusual items;




		
	 	      (B) EPS Target for FY2003 shall be $0.46 per Share; and
	 
	 	      (C) The Committee shall determine the EPS Target for FY2004
and for FY2005 after the Company’s Annual Operating Plan for each
such Fiscal Year has been prepared and approved by the Board. In
doing so, the Committee reserves the right to limit the adjustment
for restructuring charges and unusual items based upon its
evaluation of the effect (positive or negative) that such items
would have on compensation.




		
	 	      (iii) If the GenCorp EPS for each GenCorp Fiscal Year is not at
least equal to the EPS Target for such Fiscal Year, the Share grant
allocated to such Fiscal Year in accordance with subparagraph (i) above
shall be irrevocably and forever forfeited.




		
	 	      (iv) If the GenCorp EPS for each GenCorp Fiscal Year is equal to or
greater than the EPS Target for such Fiscal Year, the number of Shares
allocated to such Fiscal Year in accordance with subparagraph (i) above
shall become vested and no longer subject to forfeiture on the
anniversary of the Date of Grant immediately following the completion of
such Fiscal Year.
	 	

	 	      (v) If the GenCorp EPS for any GenCorp Fiscal Year exceeds the EPS
Target for such Fiscal Year, the Committee may grant additional
restricted Shares to the Grantee, such additional Shares to vest over 3
years from the date of grant provided the Grantee remains in the
continuous employ of the Company or a Subsidiary. The Committee expressly
reserves the discretion to determine both (i) the number of restricted
Shares to be included in any such additional grant, if any, and (ii) the
timing of any such additional grant.















 


      (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 will not be deemed to have ceased to be an
employee of the Company or a Subsidiary, by reason of (A) the transfer of his
employment among the Company and its Subsidiaries or (B) an approved leave of
absence.


      (c) Notwithstanding the provisions of Subsection (a) of this Section, in
the event of the death, disability or retirement of the Grantee: (i) any of the
Stock covered by this Agreement that has become nonforfeitable prior to the
death, disability or retirement of the Grantee shall remain nonforfeitable;
and, (ii) the Committee will consider whether, in its sole discretion, to
accelerate pursuant to Section 17(e) of the Plan the vesting of any or all of
the Stock subject to this Agreement which remains subject to forfeiture. For
purposes of this Agreement, “Retirement” of the Grantee shall mean normal or
early retirement under the defined benefit retirement plan of the Company
applicable to the Grantee (as determined by the Committee).


      (d) Notwithstanding the provisions of Subsection (a) of this Section, all
of the Stock covered by this Agreement will become immediately nonforfeitable
upon the occurrence of a change in control of the Company that shall occur
while the Grantee is an employee of the Company or a Subsidiary. For the
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.


      4. Forfeiture of
Stock. Any of the Stock covered by this Agreement that
has not become vested in accordance with Section 3 of this Agreement will be
forfeited unless the Committee determines to provide otherwise. In the event
of a forfeiture, the certificates representing all of the Stock covered by this
Agreement that has not become vested in accordance with Section 3 of this
Agreement shall be cancelled.


      5. Dividend, Voting
and Other Rights. The Grantee will have all of the
rights of a shareholder with respect to the Stock covered by this Agreement,
including the right to vote the Stock and receive any dividends that may be
paid thereon. Any additional Stock that the Grantee may become entitled to
receive pursuant to a share dividend or a merger or reorganization in which the
Company is the surviving Company or any other change in the capital structure
of the Company will be subject to the same restrictions as the Stock covered by
this Agreement.


      6. Retention of Share
Certificates by Company. The certificates
representing the Stock covered by this Agreement will be held in custody by the
Company, together with stock powers endorsed in blank by the Grantee with
respect thereto, until those shares have become vested in accordance with
Section 3 of this Agreement.


      7. Compliance with
Law. The Company will make reasonable efforts to
comply with all applicable federal and state securities laws; provided,
however, notwithstanding any other provision of this Agreement, the Company
will not be obligated to issue any restricted or unrestricted Stock pursuant to
this Agreement if the issuance thereof would result in a violation of any such
law.









 


      8. Adjustments. The Committee will make any adjustments in the number or
kind of shares of stock or other securities covered by this Agreement that the
Committee may determine to be equitably required to prevent any dilution or
enlargement of the Grantee’s rights under this Agreement that would result from
any (a) stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of the Company, (b) merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of rights or
warrants to purchase securities or (c) other corporate transaction or event
having an effect similar to any of the foregoing.


      9. Withholding. To the extent that the Company is required to withhold
federal, state, local or foreign taxes in connection with any issuance of
restricted or unrestricted Stock or other securities pursuant to this
Agreement, and the amounts available to the Company for such withholding are
insufficient, it will be a condition to the receipt of such Stock that the
Grantee make arrangements satisfactory to the Company for payment of the
balance of such taxes required to be withheld. If necessary, the Committee may
require relinquishment of a portion of such Stock to cover the payment of
taxes.


      10. Employment Rights. The Plan and this Agreement will not confer upon
the Grantee any right with respect to the continuance of employment or other
service with the Company or any Subsidiary and will not interfere in any way
with any right that the Company or any Subsidiary would otherwise have to
terminate any employment or other service of the Grantee at any time.


      11. Relation to Other
Benefits. Any economic or other benefit to the
Grantee under this Agreement will not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company or a
Subsidiary and shall not affect the amount of any life insurance coverage
available to any beneficiary under any life insurance plan covering employees
of the Company or a Subsidiary.


      12. Agreement Subject
to the Plan. The Stock granted under this Agreement
and all of the terms and conditions hereof are subject to all of the terms and
conditions of the Plan. In the event of any inconsistency between this
Agreement and the Plan, the terms of the Plan will govern.


      13. Amendments. Any amendment to the Plan will be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights
of the Grantee under this Agreement without the Grantee’s consent.


      14. Severability. In the event that one or more of the provisions of this
Agreement is invalidated for any reason by a court of competent jurisdiction,
any provision so invalidated shall be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof will continue to be
valid and fully enforceable.









 


      15. Governing Law. This Agreement will be construed and governed in
accordance with the laws of the State of Ohio.


      16. Certain Defined
Terms. In addition to the terms defined elsewhere
herein, when used in the Agreement, terms with initial capital letters have the
meaning given such term under the Plan, as in effect from time to time.


      This Agreement is executed as of the 5th day of February 2003.

      

		
	 	
    GENCORP INC.





			
	 	By: 	
    _______________________________________ 

     Terry L. Hall 

     President and Chief Executive Officer




      The undersigned Grantee hereby acknowledges receipt of an executed
original of this Restricted Stock Agreement and accepts the right to receive
the Stock subject to the terms and conditions of the Plan and the terms and
conditions herein above set forth.

		
	 	
    





			
	 	 	
    _______________________________________ 

     














 


IRREVOCABLE STOCK POWER

FOR CERTIFICATE NO. ____


      FOR VALUE RECEIVED, ____________________________________________
does hereby sell, assign and transfer to
__________________________________________________________________________

______________________________________________________________________________________

              
                                                                                              (Social Security or Taxpayer Identifying No.)


_______ shares of the common stock of GenCorp Inc. issued on
_________, __________ , pursuant to that certain Restricted Stock Agreement executed by
and between GenCorp Inc. and ___________ effective as of ____________, such shares
to be represented by a certificate, the number of which shall be entered in the
indicated space in the caption immediately upon issuance of said certificate.


      The undersigned does hereby irrevocably constitute and appoint _________________
attorney to transfer the said stock on the books of said company with full
power of substitution in the premises.



	 	 	 
	Dated ________________, ____
	 
			
__________________________________