EXHIBIT 10.1
 FIRST AMENDMENT TO
AMERICAN PACIFIC CORPORATION
DEFINED BENEFIT PENSION PLAN
  1.
    
    Section 1.01 is amended to add the following language to the end thereof effective June 30,
2010:Effective June 30, 2010, the Accrued Benefit of each Participant who terminates employment,
whether before or after June 30, 2010, and is rehired:
 (a)
    
    after June 30, 2010 and(b)
    
    more than 60 days after the original termination of employment or, in the
case of a reduction in force, elimination of the Participants position or layoff and
recall as defined in the American Pacific Corporation Policies and Procedures, more
than one year after the date of layoff or termination
  2.
    
    Section 2.01 is amended to add the following language to the end thereof effective June 30,
2010:Participation in the Plan shall be frozen effective June 30, 2010 for individuals who are
not active employees on that date and who are hired or rehired:
 (a)
    
    after June 30, 2010 and(b)
    
    more than 60 days after the original termination of employment or, in the
case of a reduction in force, elimination of the Participants position or layoff and
recall as defined in the American Pacific Corporation Policies and Procedures, more
than one year after the date of layoff or termination.
  3.
    
    Section 1.06 is amended to read as follows effective October 1, 2008:1.06
    
    Applicable Interest Rate means the interest rate prescribed under Code section
417(e)(3)(C) (as it reads effective on and after the first day of the 2008 Plan Year) as in
effect for the second
calendar month preceding the Plan Year in which falls the Annuity Starting Date for the
distribution.




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4.
    
    Section 1.07 is amended to read as follows effective October 1, 2008:1.07
    
    Applicable Mortality Table means the mortality table prescribed under Code section
417(e)(3)(B) (as it reads effective on and after the first day of the 2008 Plan Year).5.
    
    Section 5.03(b) is amended to read as follows effective October 1, 2007:
 (b)
    
    No less than thirty (30) days and no more than ninety (90) days before the
Annuity Starting Date, the Plan Administrator shall provide a Participant with a
written explanation in nontechnical language, of the terms and conditions of: (1) the
Qualified Joint and Survivor Annuity, (2) his right to elect to waive the benefit and
the effect of such election, (3) the rights of the Participants Spouse with respect
to such election, (4) the right to make and effect of, a revocation of a previous
election, (5) the relative values of the various forms of benefit under the Plan, and
(6) the consequences of failing to defer receipt of a distribution.
 6.
    
    Section 3.04 is amended to add the following to the end thereof effective June 30, 2010:Notwithstanding the foregoing, effective June 30, 2010, the Disability Retirement Benefit
of each Participant who terminates employment, whether before or after June 30, 2010, and
is rehired:
 (a)
    
    after June 30, 2010 and(b)
    
    more than 60 days after the original termination of employment or, in the
case of a reduction in force, elimination of the Participants position or layoff and
recall as defined in the American Pacific Corporation Policies and Procedures, more
than one year after the date of layoff or termination
  7.
    
    Section 5.08 is amended to read as follows effective January 1, 2007:5.08
    
    Direct Rollover Distributions.
 (a)
    
    Direct Rollover Election. Notwithstanding any provision of the Plan
to the contrary that would otherwise limit a Distributees election under this
Section, a Distributee may elect at the time and in the manner prescribed by the Plan
Administrator, to have all or any portion of an Eligible Rollover Distribution to
which he is otherwise entitled, paid directly to
any one Eligible Retirement Plan specified by the Distributee in a Direct Rollover.
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(b)
    
    Definitions.
 (1)
    
    Eligible Rollover Distribution means any distribution
of all or any portion of the balance to the credit of the Distributee, except
that an Eligible Rollover Distribution does not include: any distribution that
is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
Distributee or the joint lives (or joint life expectancies) of the Distributee
and the Distributees designated Beneficiary, or for a specified period of ten
(10) years or more; any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; any hardship distribution
described in Code Section 401(k)(2)(B)(i)(IV); prior to January 1, 2002 the
portion of any distribution that is not includible in gross income; and after
December 31, 2001 the portion of any distribution that is not includible as
gross income but only if the Plan fails to agree to separately account for
such after-tax amounts and the earnings thereon.(2)
    
    Eligible Retirement Plan means an individual
retirement account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, an annuity contract described in
section 403(b) of the Code, an eligible plan under section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state and
which agrees to separately account for amounts transferred into such plan from
this Plan, or a qualified trust described in Section 401(a) of the Code, that
accepts the Distributees Eligible Rollover Distribution.Effective January 1, 2008, Eligible Retirement Plan shall also include a
Roth IRA described in Code section 408A.With respect to distributions not includible in gross income, Eligible
Retirement Plan shall include only an individual retirement account
described in Code Section 408(a), an individual retirement annuity
described in Code Section 408(b), a defined contribution plan described in
Code section 401(a) and on an after January 1, 2007, any qualified plan
described in Code section 401(a) or annuity plan described in Code section
403(b).The definition of Eligible Retirement Plan in this paragraph shall also
apply in the case of a distribution to a surviving Spouse, or to a Spouse
or former Spouse who is the alternate payee under a
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qualified domestic
relations order as defined in Code section 414(p). However, for the
purpose of a distribution to a Distributee who is a non-Spouse
beneficiary, Eligible Retirement Plan shall only include an individual
retirement account described in Code section 408(a), an individual
retirement annuity described in Code section 408(b), or a Roth IRA
described in Code section 408A (collectively, IRA) that is established
on behalf of the non-Spouse Beneficiary and that will be treated as an
inherited IRA pursuant to the provisions of Code sections 402(c)(11) and
408(d)(3)(C)(ii).
 (3)
    
    Distributee means an Employee or former Employee. In
addition, the Employees or former Employees surviving Spouse and the
Employees or former Employees Spouse or former Spouse who is the alternate
payee under a qualified domestic relations order, as defined in Section 414(p)
of the Code, are Distributees with regard to the interest of the Spouse or
former Spouse. Notwithstanding any provision of this Section to the contrary,
effective as of January 1, 2010, Distributee shall also include a non-Spouse
Beneficiary of a deceased Participant.(4)
    
    Direct Rollover means a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.
 8.
    
    Section 10.01 is amended to read as follows effective October 1, 2007:10.01
    
    Amendment or Modification of the Plan. Except as provided herein, the Board
reserves the right to amend or terminate this Plan at any time and in any manner. The Board
may delegate this authority to any officer(s) of the Company. Any action by the Board shall
be evidenced by a valid resolution. Any action by any officer(s) shall be evidenced by a
valid officers certificate. The resolutions and officers certificates shall be attached to
this Plan and considered a part hereof. No modification or amendment shall:
 (a)
    
    Cause or permit any portion of the funds or assets of the Plan to become the
property of the Employer prior to the satisfaction of all liabilities of the Plan;(b)
    
    Increase the duties or responsibilities of the Trustee without its written
consent;(c)
    
    Be effective to the extent that it may decrease the Accrued Benefit (as
provided in Code Section 411(d)(6)) of any Participant, except as permitted pursuant
to Section 412(d)(2) of the Code; or
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(d)
    
    Become effective until set forth in a revised participation agreement
executed by the Company if such amendment is made by any other Employer.
    9.
    
    A new Section 11.10 is added to read as follows effective October 1, 2008:11.10
    
    Limitations Based on Funded Status of the Plan.Notwithstanding any provision of the Plan to the contrary, the following provisions shall
apply as required by Code section 436 effective for Plan Years beginning on or after
January 1, 2008, except to the extent the exception under Code section 436(d)(4) applies:
 (a)
    
    In the event the Plans adjusted funding target attainment percentage for a
Plan Year is less than 60 percent, benefit accruals shall cease during the period
benefit accruals are restricted under the provisions of Code section
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436(e). However,
in determining whether benefit accruals will cease under this subsection for calendar
year 2009, the adjusted funding target attainment percentage for 2008 shall be
substituted for the adjusted funding target attainment percentage for 2009 in the
preceding sentence, if greater.
 (b)
    
    In the event the Plans adjusted funding target attainment percentage for a
Plan Year falls below the threshold defined under Code section 436(d)(1) and/or (3),
the Trustee shall, as directed by the Plan Administrator, cease payment of any
prohibited payment during the period specified in, and to the extent necessary to
comply with the provisions of Code section 436(d).(c)
    
    In no event shall a prohibited payment be paid during any period the Employer
is a debtor in a case under Title 11, United States Code, or similar federal or state
law, to the extent necessary to comply with the provisions of Code section 436(d)(2).(d)
    
    In no event shall an amendment that has the effect of increasing liabilities
of the Plan by reason of increases in benefits, establishment of new benefits,
changing the rate of benefit accrual, or changing the rate at which benefits become
nonforfeitable become effective during the period such amendment would violate the
provisions of Code section 436(c).(e)
    
    If an optional form of benefit that is otherwise available under the terms of
the Plan is not available because of the application of Code section 436(d)(1) or (2),
the Participant or Beneficiary, as applicable, shall be eligible to elect another form
of benefit available under the Plan or to defer payment to a later date (to the extent
permitted under applicable qualification requirements).(f)
    
    If an optional form of benefit that is otherwise available under the terms of
the Plan is not available because of the application of Code section 436(d)(3), a
Participant or Beneficiary, as applicable, shall be eligible to defer his entire
payment to a later date (to the extent permitted under applicable qualification
requirements) or to bifurcate the benefit into unrestricted and restricted portions.
If such Participant or Beneficiary elects to bifurcate the benefit, the Participant
or Beneficiary shall be eligible to elect, with respect to the unrestricted portion of
the benefit, any optional form otherwise available under the Plan with respect to the
Participants or Beneficiarys entire benefit and in such a case, if the Participant
or Beneficiary elects payment of the unrestricted portion of the benefit in the form
of a prohibited payment, the Participant or Beneficiary shall be eligible to elect:
 (i)
    
    to receive payment of the restricted portion of the benefit
in any optional form of benefit under the Plan that is not a prohibited
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payment and that would have been permitted with respect to the Participants
or Beneficiarys entire benefit, or
 (ii)
    
    to defer commencement of the restricted portion of his
benefit until the restrictions on prohibited payments lapse and receive said
amount in any optional form of payment available under the Plan, but in either
case only if the Plan Administrator has determined in a consistent and
nondiscriminatory manner that Participants and Beneficiaries may defer only
the restricted portion of his benefit. Such election shall be subject to any
other applicable qualification requirements and shall be made in accordance
with all Plan rules regarding elections of forms of benefit. The deferred
commencement date of the restricted portion shall be treated as a new Annuity
Starting Date.
   10.
    
    A new Section 11.11 is added to read as follows effective October 1, 2008:11.11
    
    Limitations on Unpredictable Contingent Event Benefit.Notwithstanding any provision of the Plan to the contrary, with respect to Plan Years
beginning on or after January 1, 2008, if a Participant or Beneficiary is entitled to an
unpredictable contingent event benefit (as defined under Code section 436(b)) with
respect to any event occurring during any Plan Year, such unpredictable contingent event
benefit shall not be provided to such Participant or Beneficiary if the Plans adjusted
funding target attainment percentage (as defined in Section 11.10) for such Plan Year is
less than 60 percent or would be less than 60 percent taking into account such occurrence;
provided, however, that such unpredictable contingent event benefit shall become payable if
and when the Plan meets the exemption under Code section 436(b)(2).In the event that the provisions of this Section 11.11 or any part thereof cease to be
required by law as a result of subsequent legislation or otherwise, this Section or any
applicable part thereof shall be ineffective without the necessity of further amendments to
the Plan.
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11.
    
    Section 12.08 is amended to add the following language to the end thereof effective January
1, 2007:Effective for deaths on and after January 1, 2007, for purposes of determining Vesting
Service or any other additional benefit (other than service used to determine the
Participants Accrued Benefit) provided under the Plan, a Participant who dies while
performing qualified military service (as defined in Code section 414(u)) shall be deemed
to have resumed employment with the Employer on the day immediately preceding his death and
to have terminated employment on account of his death.
 28th June 2010
 American Pacific CorporationATTEST: (SEAL)
    
    By:
    
    /s/ JOSEPH CARLEONE
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