exv10w1



 






Exhibit 10.1




	 	 	 
	

	 	P O Box 537012

Sacramento CA 95853-7012
	 
	 	 
	Terry L. Hall

	 	Tel:916-351-8606
	Chairman, President and

	 	Fax:916-351-8668
	Chief Executive Officer

	 	Terry.Hall@GenCorp.com






April 12, 2005




Mr. Philip W. Cyburt

Cyburt Hall Partners, LLC

444 S. Flower Street

Suite 2500

Los Angeles, California 90071



Dear Phil:


I am very excited by the prospect of your joining our team. I believe you will make a significant
contribution to the success of our business. On behalf of GenCorp Inc., I am delighted to offer
you the position of Chief Executive Officer — Real Estate. In this position, you will report
directly to me.



In this position, you will be devoting 50% of your time and professional energies to GenCorp,
including spending portions of your time in the Company’s
Sacramento, California offices. I expect you to perform a critical role in the organization, building and managing a team to
develop and create value from the Company’s real estate holdings. I will look to you for
leadership in creating programs and plans needed to continue to grow our Real Estate business.



This offer is contingent upon your written acceptance of the position under the following terms of
employment:





	•  	Start Date. Your employment with the Company will commence
effective April 1, 2005 (“employment date”).
	 
	•  	Salary. Your monthly salary will be $25,000. In addition,
the Company will reimburse you for approved business expenses. You
will not be eligible for incentive bonuses.
	 
	•  	Term. Your period of employment will be for three (3)
years, subject to (i) termination by the Company for Cause (as
defined below), and (ii) early termination by either party as
provided below. This letter agreement is subject to termination
by either you or the Company, for any reason or no reason, on the
first or second anniversary of your
employment date, upon thirty (30) days’ prior written notice. No salary will be paid after the
effective date of such termination.




 









 












	•  	Stock Appreciation Rights. As soon as practicable following your employment date,
you will be granted Fifty Thousand (50,000) Stock Appreciation Rights (SARs) pursuant to the
GenCorp 1999 Equity and Performance Incentive Plan, subject to approval by the Organization &
Compensation Committee of the Board of Directors. The SARs will vest on the first anniversary
of your employment date, presuming that you remain in the continuous employ of the Company
during that period. The term during which any vested SARs will be exercisable will be
determined as follows:





	 	 	 
	Period of

Continuous Employment

	 	Term of SARs
	 
	 	 
	1 Year

	 	3 Years from Date of Grant
	 
	 	 
	2 Years

	 	6 Years from Date of Grant
	 
	 	 
	3 Years

	 	10 Years from Date of Grant





While you will not be a corporate officer of GenCorp Inc., I anticipate that you will be considered
to be an “executive officer” of the Company for purposes of reporting under Section 16 of the
Securities Exchange Act of 1934.





	•  	401(k). You will be eligible to participate in the GenCorp
Retirement Savings Plan. The plan provides a 100% matching
contribution up to the first three-percent of your contributions to
the plan and a 50% match on your next three-percent of contributions.
All Company-matching contributions vest immediately and are
initially invested in the GenCorp Stock Fund.
	 
	•  	Benefits Restoration Plan. You will also participate in the
Company’s Benefits Restoration Plan with respect to 401(k) benefits.
This plan will allow you to continue 401(k) contributions and be
credited with matching contributions that you would otherwise lose
because of certain Internal Revenue Code limitations on participation
in the 401(k) plan.
	 
	•  	Pension. You will not be eligible to participate in the
Company’s defined benefit pension plan.
	 
	•  	Flexible Benefits. GenCorp offers a flexible benefits program
that provides a number of benefit levels and options from which to
choose. These options include, but are not limited to:






	 	•  	Comprehensive health insurance
	 	•  	Dental insurance
	 	•  	Life insurance
	 	•  	Accidental death and dismemberment insurance
	 	•  	Long-term disability insurance




 









 










Some of these coverages require employee contributions and some are voluntary.





	•  	Vacation. Since you will only be devoting half of your time to the Company, you
will not be entitled to paid vacation.




GenCorp offers a drug-free work environment. It is the policy of GenCorp that all offers of
employment are contingent upon successfully passing a pre-employment alcohol and drug screen test.



This employment offer is contingent upon reference checks and a background investigation
satisfactory to the Company.



For purposes of this letter agreement, “Cause” means: (a) conviction of the employee for (i) any
crime constituting a felony in the jurisdiction in which committed, (ii) any crime involving moral
turpitude (whether or not a felony), or (iii) any other criminal act against the Company involving
dishonesty or willful misconduct (whether or not a felony) or (b) willful malfeasance or gross
misconduct by the employee which damages the Company; provided, however, that the Company shall not
be deemed to have Cause pursuant to clause (b) unless the Company gives the employee written notice
that the specified conduct or event has occurred and the employee fails to cure the conduct or
event within thirty (30) days after receipt of such notice.



This letter agreement incorporates all of the elements of our employment offer, subject to the more
definitive terms of the GenCorp Human Resources policies and employee benefit plans. There are no
other terms or conditions of employment, and your acceptance of this offer acknowledges that no one
provided additional promises or incentives for you to accept employment with GenCorp. Summary
descriptions of the GenCorp employee benefit plans are available upon request.



To indicate your agreement with the above terms of your employment offer, please sign below and
return one copy of this letter to me in the enclosed return envelope.




Sincerely,




/s/ Terry L. Hall

Terry L. Hall



 



Accepted this 12th day of April 2005



	 	 	 
	Signature:

	 	/s/ Philip W. Cyburt
	

	 	Philip W. Cyburt