NonQualified Stock Option for Retirement Plan



 


Exhibit 10.2


GENCORP INC.

1999 EQUITY AND PERFORMANCE INCENTIVE PLAN

Director

Nonqualified Stock Option Agreement



     WHEREAS,       (the “Optionee”) is a Director of GenCorp Inc. (the
“Company”);


     WHEREAS, the grant of a stock option to the Optionee has been duly
authorized by a resolution of the Corporate Governance and
Environmental/Government Issues Committee (the “Committee”) of the Board of
Directors and by the Board of Directors (the “Board”) of the Company effective
as of       (the “Date of Grant”); and


     WHEREAS, the option granted hereunder is intended to be a nonqualified
stock option and will not be treated as an “incentive stock option” within the
meaning of that term under Section 422 of the Internal Revenue Code of 1986
(the “Code”).


     NOW, THEREFORE, pursuant to the Company’s 1999 Equity and Performance
Incentive Plan (the “Plan”), the Company hereby grants to the Optionee an
option (the “Option”) pursuant to this Nonqualified Stock Option Agreement (the
“Agreement”) to purchase       (     ) shares of the Company’s
common stock, par value $.10 per share (“Stock”), at the price of
      ($     ) per share (the “Option Price”), and agrees to
cause certificates for any shares of Stock purchased hereunder to be delivered
to the Optionee upon full payment of the Option Price, subject to the
applicable terms and conditions of the Plan and this Agreement.


     1.     Exercisability of Option.


             (a)  Unless and until terminated as hereinafter provided, the Option will
become exercisable (i) to the extent of one-half of the Stock hereinabove
specified on the date which is six months after the Date of Grant, and (ii)
with respect to the remaining one-half of such Stock, on the date which is one
year after the Date of Grant, on the condition that the Optionee remains a
Director of the Company on such dates. To the extent that the Option will have
so become exercisable, it may be exercised in whole or in part from time to
time.


             (b)  Notwithstanding the provisions of Subsection (a) of this Section, the
Option will become immediately exercisable in full upon the occurrence of a
change in control of the Company while the Optionee remains a Director of the
Company. For 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.


     2.     Exercise of Option.


             (a)  The Option may be exercised only by (i) delivery of a signed and dated
Stock Option Exercise Form to the Company in accordance with instructions
provided with the


 






 


Stock Option Exercise Form, and (ii) payment of the Option
Price in accordance with Section 3. For all purposes, including the
determination of applicable tax reporting and withholding, the Exercise Date
will be the date entered next to the Optionee’s signature on the Option
Exercise Form. The Company will not fill in the Exercise Date under any
circumstances.


             (b)  The Exercise Date can be no earlier than the date the Stock Option
Exercise Form is delivered to the Company regardless of the method of delivery
(i.e., by fax, by hand, by overnight courier, etc.)


     3.     Payment of Option Price.


     The Option Price is payable:


             (a)  in cash or by certified or cashier’s check or other cash equivalent
acceptable to the Company payable to the order of the Company;


             (b)  by Stock (including by attestation) owned by the Optionee for (i) more
than one year prior to the date of exercise and for more than 2 years from the
date on which the option was granted, if they were originally acquired by the
Optionee pursuant to the exercise of an incentive stock option, or (ii) more
than 6 months prior to the date of exercise, if they were originally acquired
by the Optionee other than pursuant to the exercise of an incentive stock
option;


             (c)  by a combination of Stock and cash or certified or cashier’s check; or


             (d)  through arrangements (satisfactory to the Company) made by the
Optionee with a bank or broker that is a member of the National Association of
Securities Dealers, Inc. to sell on the date of exercise a sufficient number of
shares of Stock being purchased so that the net proceeds of the sale
transaction will at least equal the aggregate Option Price and pursuant to
which the bank or broker undertakes to deliver the aggregate Option Price to
the Company not later than the date on which the sale transaction will settle
in the ordinary course of business.


     4.     Term of Option.


             (a) 
Exercisable Options. An Option that has become exercisable will
terminate on the date which is ten years from the Date of Grant.


             (b)  Options Not Yet Exercisable. An Option that has not become
exercisable prior to the termination of the Optionee’s service as a Director
with the Company for any reason will terminate on the date of termination of
such service.


     In the event that the Optionee’s service as a Director with the Company is
terminated for Cause, the Option will terminate as of the time of such
termination, notwithstanding any other provision of this Agreement.


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     5.     Transferability.


             (a)  The Option may not be transferred except by will or the laws of
descent and distribution and may not be exercised during the lifetime of the
Optionee except by the Optionee or the Optionee’s guardian or legal
representative acting on behalf of the Optionee in a fiduciary capacity under
state law and court supervision.


             (b)  Notwithstanding the provisions of Section 5(a), the Options shall be
transferable by an Optionee without payment of consideration therefor by the
transferee, to any one or more members of the Optionee’s Immediate Family (or
to one or more trusts established solely for the benefit of such Optionee
and/or one or more members of the Optionee’s Immediate Family or to one or more
partnerships in which the only partners are such Optionee and/or members of the
Optionee’s Immediate Family); provided, however, that (i) no such transfer
shall be effective unless reasonable prior notice thereof is delivered to the
Company and such transfer is thereafter effected in accordance with any terms
and conditions that shall have been made applicable thereto by the Company or
the Board and (ii) any such transferee shall be subject to the same terms and
conditions hereunder as the Optionee. Following transfer, any such Options
shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that, except as described in
the next sentence, the term “Optionee” shall be deemed to refer to the
transferee. The original Optionee’s continuation or termination of service as
a Director shall determine the exercisability and term of such Options under
Sections 1 and 4; thereafter, the Options shall be exercisable by the
transferee only to the extent, and for the period specified in this Agreement.


     6.     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 Stock pursuant to this Agreement if the
issuance thereof would result in a violation of any such law.


     7.     Adjustments. The Committee will make any adjustments in the Option
Price and in the number and kind of shares of stock or other securities covered
by this Agreement that the Committee may determine to be equitably required to
prevent dilution or enlargement of the Optionee’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.


     8.     Taxes/Withholding.


             (a)  The Company will compute and report all taxes related to an exercise
of an Option based upon the Market Value of GenCorp Inc. Common Shares on the
Exercise Date. Market Value is defined under the Plan as the closing price of
GenCorp Inc. Common Shares on


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the date the Option was exercised as reported in
the New York Stock Exchange Composite Transactions in the Wall Street Journal.
The amount of taxable income reported in connection with an Option exercise
will not be affected by (i) previous or subsequent market fluctuations, or (ii)
when and if the Optionee sells any Shares acquired by exercising the Option.


             (b)  To the extent that the Company is required to withhold federal, state,
local, FICA, Social Security or foreign taxes in connection with Stock obtained
upon the exercise of the Option, 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 Optionee 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 for the
payment of taxes.


     9.     Retention Rights. The Plan and this Agreement will not confer upon the
Optionee any right with respect to the continuance of service as a Director
with the Company and will not interfere in any way with any right that the
Company would otherwise have to terminate the service of the Optionee as a
Director at any time.


     10.     Relation to Other Benefits. Any economic or other benefit to the
Optionee under this Agreement will not be taken into account in determining any
benefits to which the Optionee may be entitled under any retirement or other
benefit or compensation plan maintained by the Company unless provided
otherwise in any such plan.


     11.     Notices. Any notice necessary under this Agreement will be addressed
to the Company or the Committee at the principal executive office of the
Company and to the Optionee at the address appearing in the records of the
Company for such Optionee, or to either party at such other address as either
party may designate in writing to the other. Any such notice will be deemed
effective upon receipt thereof by the addressee.


     12.     Agreement Subject to the Plan. The Option Rights 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 Optionee under this Agreement without the Optionee’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 will 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.


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     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       day of      , 200     .



	 	 	 
	 	 	
GENCORP INC.
	 
	 
	 
	By:	 	
Robert A. Wolfe

Chairman, Chief Executive Officer

and President




     The undersigned Optionee hereby acknowledges receipt of an executed
original of this Nonqualified Stock Option Agreement and accepts the Option
subject to the applicable terms and conditions of the Plan and the terms and
conditions hereinabove set forth.



	 
	 



Optionee




RY:7781




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