exv10w8



 





Exhibit 10.8




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.



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:




	 	(a)	 	“Board” means the Board of Directors of the Company.
	 
	 	(b)	 	“Calendar Year” means each consecutive twelve-month period commencing January 1
and ending December 31.
	 
	 	(c)	 	Change in Control: The occurrence of any of the following events,
subject to the provisions of paragraph (5) hereof:






	 	(1)	 	All or substantially all of the assets of the Company are sold
or transferred to another corporation or entity, or 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
	 
	 	(2)	 	Any person (as the term “person” is used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act (a “Person”)) has become the




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	 	 	 	Beneficial Owner of securities representing 20% or more of the combined
voting power of the then-outstanding voting securities of the Company; or
	 
	 	(3)	 	The individuals who, as of January 1, 2006 constituted the
Board (the “Incumbent Directors”) cease for any reason, including without
limitation as a result of a tender offer, proxy contest, merger or similar
transaction, to constitute a majority thereof, provided that (A) any individual
becoming a director of the Company subsequent to January 1, 2006 shall be
considered an Incumbent Director if such person’s election or nomination for
election was approved by a vote of at least two-thirds of the other Incumbent
Directors , and (B) any individual whose initial assumption of office is in
connection with or as a result of an actual or threatened election contest
relating to the election of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a “person” (as that term
is used in Sections 13(d) and 14(d) of the Exchange Act) other than the Board,
including by reason of agreement intended to avoid or settle any such actual or
threatened contest or solicitation shall not be considered an Incumbent
Director; or
	 
	 	(4)	 	The Board determines that (A) any particular actual or proposed
merger, consolidation, reorganization, sale or transfer of assets, accumulation
of shares or tender offer for shares of the Company or other transaction or
event or series of transactions or events will, or is likely to, if carried
out, result in a Change in Control falling within paragraph (1), (2) or (3)
hereof and (B) it is in the best interests of the Company and its shareholders,
and will serve the intended purposes of the Change in Control provisions of
this Plan and other compensation and benefit programs, plans and agreements of
the Company, if a Change in Control shall be deemed to have occurred.
	 
	 	(5)	 	Notwithstanding the foregoing provisions of this Section 2.1(c):






	 	(A)	 	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)	 	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 Ownership by it of shares of the
then-outstanding voting securities of the Company, whether in excess of
20% 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.
	 
	 	(C)	 	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.






	 	(d)	 	“Company” means GenCorp Inc.
	 
	 	(e)	 	“Deferral Dates” means the dates on which Director payments are made, are paid,
namely January 15, April 15, July 15 and October 15.
	 
	 	(f)	 	“Director” means a member of the Board.
	 
	 	(g)	 	“Director Pay” means the aggregate compensation payable by the Company to a
Director, including committee chair and membership pay.
	 
	 	(h)	 	“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).
	 
	 	(i)	 	“Market Value” means






	 	(1)	 	in the case of shares of GenCorp Common Stock (except as
otherwise provided in Section 6.4 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




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	 	 	 	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
6.5 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 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
	 
	 	(2)	 	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.






	 	(j)	 	“Nonemployee Director” means a Director who is not an employee of the Company.
	 
	 	(k)	 	“Participant” means a Nonemployee Director who elects to defer all or a portion
of his Director Pay in accordance with Article 4.
	 
	 	(l)	 	“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.
	 
	 	(m)	 	“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
construed as though it were also used in the plural form in all cases where it would so apply.
Headings of articles and sections are inserted for convenience and reference, and they constitute
no part of the Plan. Except where otherwise indicated by the context, any masculine terminology
herein shall include the feminine and neuter.



Article 3

Eligibility and Participation




     Any Nonemployee Director shall be eligible to participate in the Plan. A Nonemployee Director
may become a Participant in the Plan by electing to defer all or a portion of his Director Pay in
accordance with Article 4.



Article 4

Deferral of Director Pay




     4.1 Deferral Election. By written notice to the Secretary of the Company which is
either received by the Secretary or postmarked not later than December 31 preceding the beginning
of a Calendar Year, any Nonemployee Director may elect to defer all or a portion of the Director
Pay which may be payable to him for services rendered during such Calendar Year and to have such
deferred Director Pay held for his benefit under the terms of this Plan. Any election made by a
Participant pursuant to this Section 4.1 must specify his amount of deferral, investment choice[s]
and time and manner of distribution, as described in subsections (a), (b) and (c) below:




	 	(a)	 	Amount of Deferral. Subject to a minimum annual deferral of $5,000, a
Participant must specify the amount of his deferral as






	 	(1)	 	his total Director Pay for the Calendar Year,
	 
	 	(2)	 	a percentage of his total Director Pay for the Calendar Year,
or
	 
	 	(3)	 	a flat annual dollar amount not in excess of his total Director
Pay for the Calendar Year.






	 	 	 	If a Participant elects to defer less than 100 percent of his Director Pay,
deferrals pursuant to paragraphs (2) or (3) will be deducted by the Company on a pro
rata basis from the regular quarterly payments of Director Pay.




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	 	(b)	 	Investment Choices. A Participant must specify the amount or
percentage of his deferred Director Pay to be applied to one or more of the following
investment programs as further described in Article 5:






	 	(1)	 	GenCorp Stock Fund;
	 
	 	(2)	 	Designated Equity Fund;
	 
	 	(3)	 	Cash Deposit Fund.






	 	(c)	 	Distribution. A Participant must elect to receive the cash value of
his deferred Director Pay, plus earnings thereon,






	 	(1)	 	in either (i) a single payment, or (ii) in two or more
approximately equal annual installments, not to exceed ten; and
	 
	 	(2)	 	commencing, at his election, (i) 30 days following the date he
ceases to be a Director, (ii) on a fixed future date specified in the written
election notice, or (iii) upon the Participant’s attainment of an age specified
by him in the written election notice.






	 	 	 	In addition, a Participant may elect to have the cash value of his deferred Director
Pay, plus earnings thereon, distributed as a single payment within 60 days in the
event of his death or termination of service on the Board due to physical or mental
disability, notwithstanding any election made by the Participant pursuant to
paragraphs (1) and (2) above.





     4.2 Irrevocability. Deferral elections made under this Plan with respect to any
Calendar Year will be final and, after commencement of such Calendar Year, cannot be amended or
revoked in respect of Director Pay for services rendered during such Calendar Year.



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Article 5

Investment Programs




     5.1 Individual Accounts. When a Participant has made a deferral election pursuant to
Section 4.1, the Company shall establish an account on its books in his name and shall, in the case
of the investment programs described in Sections 5.3(a) and (b), cause to be credited to such
account as of each Deferral Date the number of full and fractional phantom shares which could be
purchased with the amount deferred on such Deferral Date and, in the case of the investment program
described in Section 5.3(c), cause to be credited to such account as of each Deferral Date the
dollar amount deferred on such Deferral Date.



     5.2 No Trust Fund. The Company shall not be required to reserve or otherwise set
aside funds for the payment of any amounts credited to any account created hereunder. In addition,
the Company shall not, and shall not be required to, actually purchase any stock, security or
mutual fund units described in Sections 5.3 (a) and (b).



     5.3 Description of Investment Programs.




	 	(a)	 	GenCorp Stock Fund. Under this program, the Participant’s account
shall be credited with the number of full and fractional phantom shares of GenCorp
Common Stock which would be purchasable at the Market Value on the Deferral Date with
the deferred amount designated for this investment program.






	 	(1)	 	In the event that the shares of GenCorp Common Stock shall be
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation, whether through reorganization, merger, consolidation,
recapitalization, stock split-up, combination of shares, stock offerings,
spin-off or otherwise, such number of phantom shares of GenCorp Common Stock as
shall be credited to the account of any Participant as of the record date for
such action shall be proportionately or appropriately adjusted as of the
payment or effective date to reflect such action. If any such adjustment shall
result in a fractional share, such fractional phantom share shall also be
credited to the account of the Participant.
	 
	 	(2)	 	The Participant’s account shall further be credited with the
number of phantom shares, including fractions, which would be purchasable at
the Market Value on the date a dividend is paid on GenCorp Common Stock, with
an aggregate amount equal to




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	 	 	 	any dividend or the value of any other distribution (other than a
distribution for which an adjustment in the number of phantom shares in the
account is made pursuant to paragraph (1)) paid on that number of shares of
GenCorp Common Stock which is equivalent to the number of phantom shares
credited to the Participant’s account on the record date of such dividend or
other distribution.






	 	(b)	 	Designated Equity Fund.






	 	(1)	 	The Designated Equity Fund initially shall be the Bankers Trust
Company BT Pyramid Commingled S&P 500 Equity Index Fund, a bank commingled
fund, which is designed to match the performance of and changes in Standard and
Poor’s 500 Index. The Designated Equity Fund may be changed from time to time
by action of the Board, except that such change shall be only for future
application and shall not affect the phantom shares previously credited to the
account of any Participant.
	 
	 	(2)	 	Under this program, the Participant’s account is credited with
the number of full and fractional phantom shares of the Designated Equity Fund,
which could be purchased at the Market Value on the Deferral Date with the
deferred amount designated for this investment program.
	 
	 	(3)	 	If and when any dividend is declared and paid, the
Participant’s account shall further be credited with the number of phantom
shares, including fractions, which could be purchased at the Market Value on
the dividend payment date with an aggregate amount equal to any ordinary or
capital cash dividend paid on that number of shares of the Designated Equity
Fund which is equivalent to the number of phantom shares credited to the
Participant’s account on the dividend record date.






	 	(c)	 	Cash Deposit Fund. Under this program, the Participant’s account is
credited on the Deferral Date with that deferred dollar amount designated for this
investment program. After the end of each Calendar Year quarter, there shall further
be credited to each Participant’s account an amount equal to three months’ interest on
the average balance credited to such account during such quarter computed at the prime
interest rate payable by the Company at the beginning of each such quarter as
determined by the Treasurer of the Company.




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     5.4 Responsibility For Investment Choices. Each Nonemployee Director is solely
responsible for his decision to participate in the Plan and accepts all investment risks entailed
by his participation and/or selection of an investment program, including the risk of loss of and a
decrease in the value of his deferred Director Pay.



Article 6

Distribution of Deferred Amounts




     6.1 Distribution. Subject to the terms of Sections 6.2, 6.3, 6.4 and 6.5, a
Participant’s interests in the Plan shall be distributed to him in accordance with his elections
made pursuant to Section 4.1(c). All amounts shall be distributed in cash.



     In the case of phantom shares credited to a Participant’s account in the GenCorp Stock Fund or
Designated Equity Fund of the Plan, the value of a Participant’s interest on any distribution date
elected by a Participant, whether such distribution is to be made in a single payment or in annual
installments, will be the product of the pro rata portion of the Participant’s phantom shares which
is to be distributed on such date multiplied by the Market Value of GenCorp Common Stock or shares
of the Designated Equity Fund, as the case may be, on such distribution date. In the case of
annual installments, the value of a Participant’s interest on each annual distribution date after
the initial distribution will be calculated in a like manner based upon the applicable Market Value
on each subsequent distribution date.



     In the case of the Cash Deposit Fund, if a single payment has been elected, the entire cash
value of a Participant’s account on the distribution date will be paid in a single payment. Where
annual installments have been elected, the cash value of the pro rata portion of the Participant’s
account balance to be distributed on such date (plus accrued interest thereon), shall be paid to
the Participant on each annual installment distribution date.



     6.2 Survivor Benefits. If a Participant dies before all or any portion of his
interests under the Plan have been distributed to him, the interests remaining to be paid shall be
distributed, on the date or dates and in the manner specified in such Participant’s written
deferral elections, to such beneficiary or beneficiaries as the Participant may have designated in
writing to the Company or, in the absence of any such designation to his estate or to, or as
directed by, his legal representatives.



     6.3 Conflict of Interest. Notwithstanding any election made by a Participant, in the
event that a Participant terminates his service on the Board due to a conflict of interest
resulting from such Participant becoming a proprietor, director, officer, partner, employee, or
otherwise becoming affiliated with any business that is in competition with the Company or any of
its subsidiaries, directly or indirectly, or



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becoming employed by any governmental agency having jurisdiction over the activities of the
Company or any of its subsidiaries, the entire balance of his deferred Director Pay, including
earnings thereon, shall be paid immediately to him in a single payment.




	 	6.4	 	Change in Control.
	 
	 	(a)	 	Notwithstanding any other provisions of the Plan, in the event a Director’s
service on the Board terminates for any reason on the date of a Change in Control or
during the two year period following a Change in Control, such Director shall be
immediately paid, in a single payment, the sum of (1) the Cash Value of his GenCorp
Stock Fund account, (2) the Market Value of his Designated Equity Fund account and (3)
the cash value of his Cash Deposit Fund account.
	 
	 	(b)	 	For purposes of this Section 6.4, the Cash Value of a Participant’s GenCorp
Stock Fund account shall be determined using as a conversion price the greater of (1)
the tender offer or exchange offer price (if any), or (2) the highest market value of
GenCorp Common Stock (or other security for which GenCorp Common Stock may have been
exchanged pursuant to Section 5.3(a)(1)) during the ninety-day period preceding the
Change in Control.
	 
	 	6.5	 	Conversion and Adjustment in Event of Recapitalization.





     Notwithstanding any other provisions of the Plan, upon the occurrence of a Recapitalization,
all shares credited to the Participant’s account in the GenCorp Stock Fund (“Shares”) shall first
be adjusted to a Cash Value either (x) in the event of a Recapitalization not occurring in
connection with an issuer tender offer, by multiplying the aggregate number of Shares by an amount,
on a per share basis, equal to the prorated value as determined by the Organization and
Compensation Committee of the Board of the (A) Cash and Market Value of any security or property
distributed to shareholders in connection with the Recapitalization, (B) Cash and Market Value of
any security or property paid to shareholders in exchange for GenCorp Common Stock in connection
with the Recapitalization, and (C) Market Value of GenCorp Common Stock (or its successor), or (y)
in the event of a Recapitalization occurring in connection with an issuer tender offer, by
determining the sum of A + B obtained pursuant to the following calculations:



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	 	 	 	 	 	Tender Offer	 	 	 	 	 	 
	 

	 	Aggregate
	 	X
	 	Proration
	 	X
	 	Tender
	 	= A
	 

	 	Shares
	 	 	 	Rate
	 	 	 	Offer Price	 	 






                                                                  and



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Tender Offer	 	 	 	 	 	 
	 

	 	Aggregate
	 	X
	 	one -
	 	Proration
	 	X
	 	Market
	 	= B
	 

	 	Shares
	 	 	 	 	 	Rate
	 	 	 	Value	 	 






     For purposes of the foregoing calculations, the term Tender Offer Proration Rate shall mean
the ratio (excluding consideration of any odd lot shares tendered or repurchased) of the number of
shares repurchased by the Company in an issuer tender offer to the number of shares tendered to the
Company in connection with such offer.



     The Cash Value of Shares determined in (x) or (y) above, together with the aggregate Market
Value of the Participant’s interests, if any, in the Designated Equity Fund, and the cash value, if
any, of the Participant’s interests in the Cash Deposit Fund shall be payable to the Participant in
a single payment within thirty days thereafter.



     6.6. Transfer of Obligations to OMNOVA Solutions Inc. In connection with the
spin-off of the Company’s Performance Chemicals and Decorative and Building Products businesses
into a separate and independent public company, OMNOVA Solutions Inc. (“OMNOVA”), the Company’s
obligations as of September 30, 1999 to pay deferred compensation under the Plan to any Participant
who (i) resigned as a Director of the Company to become a Director of OMNOVA on October 1, 1999,
and (ii) consented in writing to the transfer described herein, were transferred to, and assumed
by, OMNOVA. To the extent so transferred, the Company shall have no obligation to pay any amount
under the Plan to a Participant, and the obligations assumed by OMNOVA will be credited to
investment programs and distributed in accordance with the terms of the OMNOVA Solutions Inc.
Deferred Compensation Plan for Nonemployee Directors.



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Article 7

Miscellaneous




     7.1 Finality of Determinations. Authority to determine contested issues or claims
arising under the Plan shall be vested in the GenCorp Administrative Committee, and any
determination by the Administrative Committee pursuant to such authority shall be final and binding
for all purposes and upon all interested persons and their heirs, successors, and personal
representatives.



     7.2 Plan Administration. Authority and responsibility for administration of the Plan,
including maintenance of Participants’ accounts hereunder and preparation and delivery of
individual annual account statements to Participants, shall be vested in the GenCorp Administrative
Committee. Responsibility for oversight of investment programs, and reporting on the performance
thereof to the Board, shall be vested in the GenCorp Benefits Management Committee.



     7.3 Amendment, Suspension or Termination of the Plan. The Board may amend, suspend or
terminate the Plan in whole or in part at any time, provided that such amendment, suspension or
termination shall not adversely affect rights or obligations with respect to funds or interests
previously credited to the account of any Participant.



     7.4 Limitations on Transfer. Participants shall have no rights to any funds or
interests credited to their accounts except as set forth in this Plan. Such rights may not be
anticipated, assigned, alienated or transferred, except in writing to a designated beneficiary or
beneficiaries or by will or by the laws of descent and distribution. Any attempt to alienate,
sell, exchange, transfer, assign, pledge, hypothecate or otherwise encumber or dispose of any such
funds or interests by a Participant shall be void and of no effect. The foregoing limitations
shall apply with equal force and effect to any beneficiary or beneficiaries designated by a
Participant hereunder.



     7.5 Governing Law. The Plan shall be governed by the laws of the State of Ohio. The
Plan is not governed by the Employee Retirement Income Security Act of 1974.



     7.6 Expenses of Administration. All costs and expenses incurred in the operation and
administration of this Plan shall be borne by the Company.




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