EX-10.2





EXHIBIT
10.2




AMPAC FINE CHEMICALS LLC PENSION PLAN



FOR BARGAINING UNIT EMPLOYEES




Amended and Restated

October 1, 2007




 









 





AMPAC FINE CHEMICALS LLC PENSION PLAN

FOR BARGAINING UNIT EMPLOYEES




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I GENERAL MATTERS AND PURPOSE
	 	 	1	 
	 
	 	 	 	 
	1.1 General
	 	 	1	 
	1.2 Purpose of Plan
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II EFFECTIVE DATE
	 	 	2	 
	 
	 	 	 	 
	ARTICLE III DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	3.1 Actuarial Equivalent
	 	 	3	 
	3.2 Aerojet Plan
	 	 	4	 
	3.3 AFC Plan
	 	 	4	 
	3.4 Affiliated Company
	 	 	4	 
	3.5 Annuity Starting Date
	 	 	5	 
	3.6 Beneficiary
	 	 	5	 
	3.7 Board of Directors
	 	 	5	 
	3.8 Break in Service
	 	 	6	 
	3.9 Company
	 	 	7	 
	3.10 Credited Service
	 	 	7	 
	3.11 Cumulative Service
	 	 	9	 
	3.12 Early Retirement Date
	 	 	11	 
	3.13 Employee
	 	 	11	 
	3.14 Hour of Service
	 	 	12	 
	3.15 Investment Manager
	 	 	13	 
	3.16 Joint Annuitant
	 	 	13	 
	3.17 Labor Agreement
	 	 	14	 
	3.18 Leave of Absence
	 	 	14	 
	3.19 Leased Employee
	 	 	14	 
	3.20 Member Company
	 	 	15	 
	3.21 Normal Retirement Date
	 	 	15	 
	3.22 Participant
	 	 	15	 
	3.23 Pension Plan Committee
	 	 	15	 
	3.24 Plan
	 	 	15	 
	3.25 Plan Administrator
	 	 	15	 
	3.26 Plan Year
	 	 	15	 






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	 	 	Page
	3.27 Program C
	 	 	16	 
	3.28 Qualified Election
	 	 	16	 
	3.29 Sponsor
	 	 	17	 
	3.30 Spouse
	 	 	17	 
	3.31 Trust Agreement
	 	 	17	 
	3.32 Trust Fund
	 	 	18	 
	3.33 Trustee
	 	 	18	 
	 
	 	 	 	 
	ARTICLE IV PARTICIPATION
	 	 	19	 
	 
	 	 	 	 
	ARTICLE V CONTRIBUTIONS
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VI RETIREMENT
	 	 	21	 
	 
	 	 	 	 
	6.1 Normal Retirement Date
	 	 	21	 
	6.2 Early Retirement Date
	 	 	21	 
	6.3 Late Retirement Date
	 	 	21	 
	 
	 	 	 	 
	ARTICLE VII DETERMINATION OF RETIREMENT INCOME
	 	 	22	 
	 
	 	 	 	 
	7.1 Retirement at Normal Retirement Date
	 	 	22	 
	7.2 Retirement at Early Retirement Date
	 	 	23	 
	7.3 Limitation on Benefits
	 	 	24	 
	7.4 Retirement on Late Retirement Date
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VIII DISABILITY BENEFIT
	 	 	25	 
	 
	 	 	 	 
	8.1 Eligibility
	 	 	25	 
	8.2 Total and Permanent Disability
	 	 	25	 
	8.3 Medical Examinations
	 	 	26	 
	8.4 Disability Benefits
	 	 	26	 
	8.5 Deduction from Disability Benefits
	 	 	28	 
	 
	 	 	 	 
	ARTICLE IX VESTING AND VESTED TERMINATION
	 	 	29	 
	 
	 	 	 	 
	9.1 Vesting
	 	 	29	 
	9.2 Vested Termination of Employment
	 	 	29	 
	9.3 Form and Amount of Vested Termination Benefits
	 	 	29	 
	 
	 	 	 	 
	ARTICLE X PAYMENT OF BENEFITS
	 	 	30	 
	 
	 	 	 	 
	10.1 Normal Form of Payment
	 	 	30	 
	10.2 Optional Form of Payment
	 	 	30	 
	10.3 Election Not to Take Joint & Survivor Annuity
	 	 	32	 






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	 	 	Page
	10.4 Designation of Joint Annuitant
	 	 	33	 
	10.5 Conditions of Qualified Election
	 	 	33	 
	10.6 Limitations on Distribution of Benefits
	 	 	33	 
	10.7 Direct Rollover
	 	 	37	 
	10.8 Consent to Certain Distribution of Benefits
	 	 	39	 
	 
	 	 	 	 
	ARTICLE XI NO PAYMENT OF BENEFITS DURING
EMPLOYMENT
	 	 	42	 
	 
	 	 	 	 
	11.1 No Commencement of Benefits
During Employment
	 	 	42	 
	11.2 Suspension of Benefits
	 	 	42	 
	 
	 	 	 	 
	ARTICLE XII SPOUSAL DEATH BENEFIT
	 	 	43	 
	 
	 	 	 	 
	12.1 Spousal Death Benefit
	 	 	43	 
	12.2 Marriage Requirement
	 	 	44	 
	12.3 Certain Elections
	 	 	44	 
	12.4 Cost of Benefit
	 	 	45	 
	 
	 	 	 	 
	ARTICLE XIII TRANSFER OF EMPLOYMENT
	 	 	47	 
	 
	 	 	 	 
	ARTICLE XIV AFFILIATED SERVICE
	 	 	48	 
	 
	 	 	 	 
	14.1 Definitions
	 	 	48	 
	14.2 Credited Service
	 	 	48	 
	14.3 Cumulative Service
	 	 	48	 
	14.4 Limitation on Affiliated Service
	 	 	49	 
	 
	 	 	 	 
	ARTICLE XV APPLICATION FOR BENEFITS
	 	 	50	 
	 
	 	 	 	 
	15.1 Application for Benefits
	 	 	50	 
	15.2 Action on Application
	 	 	52	 
	15.3 Claim Review Procedure
	 	 	53	 
	 
	 	 	 	 
	ARTICLE XVI ADMINISTRATION
	 	 	57	 
	 
	 	 	 	 
	16.1 The Pension Plan Committee
	 	 	57	 
	16.2 Pension Plan Committee Procedure
	 	 	57	 
	16.3 Pension Plan Committee Powers
	 	 	57	 
	16.4 Allocation and Delegation of Duties
	 	 	59	 
	16.5 Expenses
	 	 	59	 
	16.6 Accrued Benefits
	 	 	59	 
	16.7 Periodic Review
	 	 	59	 






iii









 






	 	 	 	 	 
	 	 	Page
	16.8 Investment Administration
	 	 	59	 
	16.9 Compensation and Expenses of Fiduciaries
	 	 	60	 
	 
	 	 	 	 
	ARTICLE XVII AMENDMENT
	 	 	61	 
	 
	 	 	 	 
	ARTICLE XVIII RIGHT TO DISCONTINUE OR TERMINATE;
ALLOCATION OF ASSETS UPON TERMINATION
	 	 	63	 
	 
	 	 	 	 
	18.1 No Contractual Obligation
	 	 	63	 
	18.2 Vesting Upon Termination of Plan
	 	 	63	 
	18.3 Allocation of Assets Upon Plan Termination
	 	 	63	 
	18.4 Distribution of Residual Assets
	 	 	64	 
	 
	 	 	 	 
	ARTICLE XIX GENERAL MATTERS
	 	 	65	 
	 
	 	 	 	 
	19.1 No Enlargement of Employee Rights
	 	 	65	 
	19.2 Benefits from Trust Fund
	 	 	65	 
	19.3 No Alienation
	 	 	65	 
	19.4 Facility of Payment
	 	 	66	 
	19.5 Location of Payee
	 	 	67	 
	19.6 Payment of Small Benefits
	 	 	67	 
	19.7 The Trust Agreement
	 	 	69	 
	19.8 Application of Forfeitures
	 	 	69	 
	19.9 Irrevocability
	 	 	69	 
	19.10 Merger Restriction
	 	 	70	 
	19.11 Article Headings
	 	 	71	 
	19.12 Gender
	 	 	71	 
	19.13 Amendments
	 	 	71	 
	19.14 Applicable Law
	 	 	71	 
	19.15 Veterans’ Reemployment Rights
	 	 	71	 
	 
	 	 	 	 
	ARTICLE XX LIMITATIONS ON BENEFITS
	 	 	72	 
	 
	 	 	 	 
	ARTICLE XXI SPECIAL QUALIFICATION PROVISION
	 	 	75	 
	 
	 	 	 	 
	APPENDIX
	 	 	 	 
	 
	 	 	 	 
	SCHEDULES (A, B, C, D)
	 	 	 	 






 iv




 









 





AMPAC FINE CHEMICALS LLC PENSION PLAN

FOR BARGAINING UNIT EMPLOYEES




ARTICLE I




GENERAL MATTERS AND PURPOSE




     1.1 General. This document sets forth the provisions of the Ampac Fine Chemicals LLC
Pension Plan for Bargaining Unit Employees (“Plan”) as in effect from and after October 1, 2007.
This document reflects provisions of the Plan applicable to hourly-paid employees at Ampac Fine
Chemicals LLC.



     This Plan was established on December 1, 2005 and received a transfer of assets and
liabilities from the GenCorp Consolidated Pension Plan (Program “C”) with respect to certain
participants therein who become bargaining employees of Ampac Fine Chemicals LLC on December 1,
2005. The Plan subsequently received a transfer of assets and liabilities from Program C with
respect to a Participant who was on a leave of absence on December 1, 2005 and was not included in
the original transfer of assets.



     The Plan has now been amended and restated effective October 1, 2007 (the “Effective Date of
this Restatement”) to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001
(“EGTRRA”) and to incorporate changes described in Internal Revenue Notice 2007-94 (the “2007
Cumulative List”).



     1.2 Purpose of Plan. The purpose of the Plan is to provide retirement benefits for
certain Employees of the Member Companies, as defined herein.



1









 





ARTICLE II




EFFECTIVE DATE




     The effective date of the Ampac Fine Chemicals LLC Pension Plan for Bargaining Employees is
October 1, 2007, except as otherwise specifically provided herein.



2









 





ARTICLE III




DEFINITIONS




     The following words and phrases as used in this instrument shall have the meaning stated in
this Article III unless it shall appear from the context that they have a plainly different
meaning:



     3.1 Actuarial Equivalent. “Actuarial Equivalent” means an amount which, at the date
of determination, is actuarially equivalent to any benefit required to be calculated hereunder,
computed using the interest rate and the mortality table specified below:




     (a) (1) For distributions prior to October 1, 2007, except as provided in subsection
(b), the interest rate shall be 8 1/2% and the mortality table shall be the Group Annuity
Table for 1983, set back by two years for a Participant and four years for a spouse or other
joint participant.




          (2) For distributions on and after October 1, 2008, except as provided in subsection
(b), the interest rate shall be six percent (6%) and the mortality table shall be the
RP-2000 Mortality Table Projected to 2007 with Scale AA (50% Male).




          (3) For distributions during the period beginning October 1, 2007 and ending September
30, 2008, except as provided in subsection (b), the interest rate and mortality table shall
be as described in (a)(1) or (a)(2), whichever provides the greater benefit.




In no event shall the application of Section (a)(2) cause a benefit to be less than a
benefit in the same form, but calculated by applying the factors described in Section 3.1(a)
as in effect on September 30, 2008 to the Participant’s Accrued Benefit as of that date.



3









 






     (b) For determinations of actuarial equivalents of benefits in the form of lump sum
payments, the actuarial factors shall be determined using whichever of the factors described
below results in the largest value: (i) the factors specified in subsection (a); (ii) the
mortality table specified in subsection (a) and the interest rate published by the Pension
Benefit Guaranty Corporation (as of the first day of the Plan Year in which such
determination is made) for the purpose of determining the present value of benefits for
terminating single-employer plans; or (iii) the applicable mortality table and the
applicable interest rate, as defined below:




     (A) The term “applicable mortality table” shall mean the table prescribed by
the Secretary of the Treasury under Code Section 417(e)(3). As of December 1, 2005,
the applicable mortality table is the table prescribed in Rev. Rul. 2001-62.




     (B) The term “applicable interest rate” shall mean the annual rate of interest
on 30-year Treasury securities as specified by the Commissioner of Internal Revenue
for the month preceding the Plan Year in which falls the Annuity Starting Date for
the distribution.



     3.2
Aerojet Plan. “Aerojet Plan” shall mean the Aerojet-General Corporation
Consolidated Pension Plan.



     3.3 AFC Plan. “AFC Plan” shall mean the “Aerojet Fine Chemicals LLC
Consolidated Pension Plan.”



     3.4 Affiliated Company. “Affiliated Company” shall mean (a) any corporation which is
included in a controlled group of corporations (within the meaning of Section 414(b) of the
Internal Revenue Code), which group also includes the Company, (b) any trade or business



4









 







which is under common control with the Company (within the meaning of Section 414(c) of the
Internal Revenue Code), and (c) any member of an affiliated service group (within the meaning of
Section 414(m) of the Internal Revenue Code) which includes the Company.



     3.5 Annuity Starting Date. “Annuity Starting Date” shall mean the first day of the
first period for which an amount is payable as an annuity, or in the case of a benefit not payable
as an annuity, the first day on which all events have occurred which entitle the Participant to
such benefit.



     3.6 Beneficiary. “Beneficiary” shall mean the person (other than a Joint Annuitant)
designated by a Participant pursuant to a Qualified Election, to receive any benefits payable in
the event of the death of the Participant, his Spouse, and his designated Joint Annuitant, as the
case may be.



     Wherever provision is made hereunder for the payment of any death benefit to the Beneficiary
of a Participant and there shall be no properly designated Beneficiary surviving such Participant,
such benefit shall be paid to the Participant’s Spouse, if any, or if there is no spouse, to the
executor or administrator of the estate of such Participant, or, if no executor or administrator
has been duly designated and qualified, then such benefit shall be paid to the survivors of the
Participant in the following order of priority:



          (a) Children;




          (b) Parents;




          (c) Brothers and sisters;




          (d) Heirs at law.




     3.7 Board of Directors. “Board of Directors” shall mean the Board of Directors of
American Pacific Corporation.



5









 





     3.8 Break in Service. “Break in Service” or “Break” shall mean a Plan Year during
which a Participant completes fewer than five hundred (500) Hours of Service. Solely for purposes
of determining whether a Participant has sustained a Break in Service, an Employee’s Hours of
Service shall also include the following (to the extent not included in the definition of Hours of
Service in this Article III):




     (a) Any period of layoff, provided that the Employee is recalled and returns to the
employ of a Member Company or Affiliated Company within the period of time provided under a
Labor Agreement applicable to him or under the practice of the company if no Labor Agreement
is applicable to him;




     (b) Any period of absence (other than an absence described in subsection (c) below)
pursuant to a Leave of Absence (not in excess of one year), provided that the Employee
returns to the employ of a Member Company or an Affiliated Company immediately upon
expiration of such Leave of Absence, and




     (c) Any period of absence, by reason of the pregnancy of the Employee, by reason of the
birth of a child of the Employee, by reason of the placement of a child with the Employee in
connection with the adoption of such child by the Employee, or for purposes of caring for
such child for a period beginning immediately following the birth or placement of such
child.



     The number of additional Hours of Service deemed completed pursuant to subsections (a) and (b)
above, shall be in accordance with the Employee’s customary schedule of employment. The number of
additional Hours of Service deemed completed pursuant to subsection (c) above, shall be in
accordance with the Employee’s customary schedule of employment, provided, however that no more
than five hundred and one (501) Hours of Service shall be deemed to have



6









 







been completed with respect to absences with respect to a single pregnancy, birth or placement
described in subsection (c). Hours deemed completed pursuant to subsection (c) shall be credited
to the Plan Year in which the absence from work begins if the Employee would be prevented from
incurring a Break in Service in such Plan Year solely because of such additional Hours, and in any
other case, in the immediately following Plan Year. The Pension Plan Committee may require, as a
condition of recognizing any Hours pursuant to subsection (c), that the Employee provide such
information as the Pension Plan Committee reasonably requests to establish the reason for the
absence and the number of days for which there was such an absence.



     3.9 Company. “Company” shall mean Ampac Fine Chemicals LLC.



     3.10 Credited Service. “Credited Service” shall mean the number of years of Credited
Service of a Participant determined in accordance with this Section, which shall be considered in
determining a Participant’s benefits under this Plan. A Participant shall be deemed to accrue a
full year of Credited Service in each Plan Year in which he completes at least one thousand eight
hundred (1,800) Hours of Service. In addition, in any Plan Year in which the Participant completes
less than one thousand eight hundred (1,800) Hours of Service, a Participant shall be deemed to
complete one-twelfth (1/12th) of a year of Credited Service for each one hundred fifty (150) Hours
of Service completed during such Plan Year. With respect to employees who became Participants on
December 1, 2005 (or as of December 1, 2005 due to a subsequent transfer of assets described in
Section 1.1), as the result of the transfer of assets and liabilities to this Plan from Program C,
“Credited Service” shall also include “Credited Service” as of November 30, 2005 as that term was
defined in Program C as in effect on that date and as set forth in Schedule D. For purposes of
determining a Participant’s Credited Service the following rules shall apply:



7









 






     (a) Except as provided above with respect to credited service recognized under Program
C prior to December 1, 2005, Hours of Service shall not be taken into account which are
accrued by a Participant for service other than as an Employee, as defined in this
instrument;




     (b) Hours of Service shall not be taken into account which are accrued by any person
during any period of time during which he is covered under any other pension or retirement
plan to which a Member Company contributes, except a federal or state, social security or
similar welfare program;




     (c) Hours of Service shall not be taken into account which are accrued by a Participant
while on Leave of Absence or during lay-off, provided, however, that the period of a Leave
of Absence to conduct local Union activities approved by the Company shall be part of such
Employee’s Credited Service;




     (d) In the case of any Participant who has a Break in Service and who, immediately
preceding such Break does not have a vested right to Benefits under this Plan, the Credited
Service of such Participant accrued under this Plan prior to such Break shall not be taken
into account if the number of consecutive Breaks in Service exceeds the greater of (i) five
(5) or (ii) the aggregate number of years of Cumulative Service (including Cumulative
Service deemed to be earned by reason of service for a Member Company or an Affiliated
Company pursuant to Article XIII) prior to such Break. Such aggregate number of years of
Cumulative Service prior to such Break shall not include any years of Cumulative Service not
required to be taken into account under this subsection (d) by reason of any prior Break in
Service;



8









 






     (e) In the case of any Participant who has a Break in Service and who, immediately
preceding such Break does not have a vested right to Benefits under this Plan, the Credited
Service of such Participant prior to such Break shall not be taken into account until the
end of a twelve (12) consecutive month period commencing after such Break in which the
Participant completes at least one thousand (1,000) Hours of Service.




     (f) A Participant who was employed by Aerojet Fine Chemicals LLC on June 1, 2000 shall
have included in his Credited Service, for the purpose of determining his Pension Benefit,
all service which is counted as Credited Service under the Aerojet Plan or the
Non-Contributory Pension Plan of GenCorp Inc.


A Participant shall in no event be deemed to accrue more than one (1) full year of Credited Service
with respect to any Plan Year.




     3.11 Cumulative Service. “Cumulative Service” shall mean the number of years of
Cumulative Service of an Employee determined in accordance with this Section and Article XIII,
which shall be considered in determining an Employee’s vesting in benefits under this Plan. An
Employee shall be deemed to accrue a full year of Cumulative Service in each Plan Year in which he
completes at least one thousand (1,000) Hours of Service. In addition, in any Plan Year in which
the Employee completes less than one thousand (1000) Hours of Service, an Employee shall be deemed
to complete one-twelfth (1/12) of a year of Cumulative Service for each one hundred fifty (150)
Hours of Service completed during such Plan Year. With respect to employees who became
Participants on December 1, 2005 as the result of the transfer of assets and liabilities to this
Plan from Program C (or as of December 1, 2005 due to a subsequent transfer of assets described in
Section 1.1), “Cumulative Service” shall also include “Cumulative



9









 







Service” as of November 30, 2005 as that term was defined in Program C as in effect on that
date and as set forth in Schedule D.



     For purposes of determining an Employee’s Cumulative Service, the following rules apply:




     (a) In the case of any Employee who has a Break in Service and who, immediately
preceding such Break does not have a vested right to benefits under this Plan, the
Cumulative Service of such Employee prior to such Break shall not be taken into account if
the number of consecutive Breaks in Service exceeds the greater of (i) five (5) or (ii) the
aggregate number of years of Cumulative Service (including Cumulative Service deemed to be
earned by reason of service for a Member Company or an Affiliated Company pursuant to
Article XIII) prior to such Break. Such aggregate number of years of Cumulative Service
prior to such Break shall be deemed not to include any years of Cumulative Service not
required to be taken into account under this subsection (a) by reason of any prior Break in
Service.




     (b) In the case of any Employee who has a Break in Service and who, immediately
preceding such Break does not have a vested right to benefits under this Plan, the
Cumulative Service of such Employee prior to such Break shall not be taken into account
until the end of a twelve (12) consecutive month period commencing after such Break in which
the Employee completes at least one thousand (1,000) Hours of Service.



     An Employee shall in no event be deemed to accrue more than one (1) full year of Cumulative
Service with respect to any Plan Year.



10









 





     Solely for purposes of determining a Participant’s vested benefits pursuant to Section 9.1,
the Participant’s Cumulative Service shall include any period during which the Participant was
performing services for a Member Company pursuant to an arrangement between the Member
Company and a leasing organization, whether or not the Participant was a Leased Employee during
such period.



     Employment with any Affiliated Company or any other entity required to be aggregated with the
Company pursuant Code Section 414(o), will be treated as employment with the Company solely for
purposes of determining a Participant’s Cumulative Service for vesting purposes under this Plan;
provided, however, that unless otherwise specifically provided under the Plan, any individual
receiving credited Hours of Service under this provision shall not be eligible to participate in
the Plan or eligible to accrue benefits under the Plan unless the individual is an Employee of a
Member Company.



     3.12 Early Retirement Date. “Early Retirement Date” shall mean the Early Retirement
Date determined in accordance with Section 6.2.



     3.13 Employee. “Employee” shall mean any person employed on an hourly basis by a
Member Company and may, with the approval of the Pension Plan Committee, include any Employee who
is loaned to another organization or entity for a period of time; provided in each case that the
Member Company is required by applicable law to deduct federal income tax and social security tax
amounts. However, unless otherwise designated by the Board of Directors, “Employee” does not
include a person who becomes employed by a Member Company through the:




     (a) Legal dissolution and winding up of an Affiliated Company which was not a Member
Company; or



11









 






     (b) Merger into a Member Company of any other corporation or Affiliated Company which
is not a Member Company; or




     (c) Transfer of all or part of the assets to a Member Company by another company
together with a group of the transferor’s employees.



     3.14 Hour of Service. “Hour of Service” shall mean (a) each hour for which an
Employee is directly or indirectly paid, or entitled to payment, by a Member Company for the
performance of duties as an Employee, (b) each hour for which an Employee is paid or entitled to
payment by the Member Company on account of a period during which no duties are performed, and (c)
each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to
by the Member Company. Overtime work shall be credited as straight time. The determination of an
Employee’s “Hours of Service” shall be governed by the following rules:




     (1) Hours of Service to be recognized during any period of time during which no duties
are performed by the Employee shall be determined and credited pursuant to Department of
Labor Regulations Sections 2530.200b-2(b) and (c), 29 C.F.R. §§ 2530.200b-2(b) and (c),
with the following special provisions:




     (i) An Employee shall be deemed to complete eight (8) Hours of Service for each
paid holiday not worked;




     (ii) An Employee shall be deemed to complete forty (40) Hours of Service for
each week of paid vacation or week of paid sick leave not worked;




     (iii) An Employee shall be deemed to complete forty (40) Hours of Service for
each week of military service with respect to which he is entitled to



12









 







credit for such Hours of Service under applicable federal law (but only for
such purposes as credit is required to be given under such law);




     (iv) An Employee shall be deemed to complete forty (40) Hours of Service for
each week absent from work due to illness or accident and for which he is entitled
to Workers’ Compensation benefits, subject to a maximum of six (6) months for each
such accident or illness.




     (v) No more than five hundred and one (501) Hours of Service shall be credited
to an Employee on account of any single continuous period during which the Employee
performs no duties.




     (2) No Employee shall be deemed to earn Hours of Service solely by reason of receiving
payments pursuant to a plan maintained for the purpose of complying with applicable worker’s
compensation, unemployment compensation or disability insurance laws, nor shall an Employee
be deemed to earn Hours of Service by reason of the receipt of payments which reimburse such
Employee for medical or medically related expenses incurred by the Employee.




     (3) With respect to any period of service, an Employee shall not receive credit for
Hours of Service pursuant to more than one provision of this definition.



     3.15 Investment Manager. “Investment Manager” shall mean any person who the Pension
Plan Committee designates pursuant to Section 16.8 and is either a registered investment advisor,
bank or insurance company as described in ERISA Section 3(38).



     3.16 Joint Annuitant. “Joint Annuitant” shall mean the person designated by a
Participant, pursuant to the options provided by Section 10.2, to receive an annuity for life upon
the death of the Participant after his retirement.



13









 





     3.17 Labor Agreement. “Labor Agreement” shall mean an agreement between the Company
and a recognized collective bargaining agent.



     3.18 Leave of Absence. “Leave of Absence” shall mean a period of absence from regular
employment which is approved by a Member Company. The employment of an Employee whose approved
Leave of Absence is terminated without his returning to regular employment with the Company shall
be terminated effective at the commencement of such approved Leave of Absence.



     3.19 Leased Employee. Effective December 1, 2005, “Leased Employee” means any person
(other than an Employee of a Member Company) who has performed services for a Member Company (or
for a Member Company and related persons as determined under Code Section 414(n)(6) which services
(i) are performed under an agreement between a Member Company and a leasing organization on a
substantially full-time basis for a period of at least one (1) year, and (ii) are performed under
the direction or control of the Member Company.



     Any Leased Employee will not be treated as an Employee of a Member Company for purposes of
eligibility to participate in the Plan or for purposes of accrual of benefits under the Plan.
However, a Leased Employee will be treated as an Employee of a Member Company for purposes of Code
Sections 401(a), 410, 411, 415, and 416; provided, however, that a Leased Employee will not be
treated as employed by the Member Company if (i) the Leased Employee is covered by a money purchase
pension plan maintained by the leasing organization that provides (A) a nonintegrated employer
contribution of at least 10% of compensation, as defined in Code Section 415(c)(3), including
amounts contributed pursuant to a salary reduction agreement that are excludible from the
employee’s gross income under Code Sections 125, 402(e)(3), 401(h)(1)(B) or 403(b); (B) immediate
participation; and (C) full and immediate



14









 







vesting, and (ii) Leased Employees do not constitute more than twenty percent (20%) of the
leasing organization’s nonhighly compensated employees, as that term is defined under Code Section
414(q).



     3.20 Member Company. “Member Company” shall mean the Company, any Affiliated Company,
or any division or unit of the Company or of an Affiliated Company which may be included in this
Plan by designation of the Board of Directors, and in the case of an Affiliated Company, by
adoption of this Plan by such Affiliated Company.



     3.21 Normal Retirement Date. “Normal Retirement Date” shall mean the Normal
Retirement Date determined in accordance with Section 6.1.



     3.22 Participant. “Participant” shall mean a person who has become eligible to
participate in this Plan in accordance with the provisions of Article IV, and who has not yet been
paid in full any benefits to which he is entitled under the terms of this Plan.



     3.23 Pension Plan Committee. “Pension Plan Committee” shall mean the Committee
described in Section 16.1.



     3.24
Plan. “Plan” shall mean the Ampac Fine Chemicals LLC Pension Plan for
Bargaining Unit Employees.



     3.25 Plan Administrator. “Plan Administrator” shall mean the Sponsor or such other
entity or person the Board of Directors may designate.



     3.26 Plan Year. “Plan Year” shall mean the fiscal year of the Plan. The Plan Year
shall be the twelve (12) month period commencing each October 1 and ending the following September
30. The first Plan year will be the period beginning December 1, 2005 and ending on September 30,
2006.



15









 





     3.27 Program C. “Program C” shall mean the GenCorp Consolidated Pension Plan (Program
C).



     3.28 Qualified Election. “Qualified Election” shall mean a Participant’s election,
designation or waiver made under this Plan in accordance with the requirements of this Section and
in the manner and form as prescribed by the Pension Plan Committee.




     (a) To the extent required under Section 417 of the Internal Revenue Code, no election,
designation or waiver shall be deemed to be a Qualified Election unless the Spouse, if any,
of the Participant consents in writing to such election, designation or waiver and
acknowledges the effect of such election, designation or waiver. The Spouse’s consent to an
election, designation or a waiver must be witnessed by a notary public.




     (b) Notwithstanding this consent requirement, if the Participant warrants to the
Pension Plan Committee that such written consent may not be obtained because there is no
Spouse or the Spouse cannot be located or for any other reason as the Pension Plan Committee
determines to be consistent with the requirements of Section 417 of the Code, a related
election, designation or waiver without spousal consent may be deemed a Qualified Election;
provided, however, that the Pension Plan Committee may require the Participant in such case
to produce such evidence of the Spouse’s unavailability or other circumstances as the
Pension Plan Committee deems to be appropriate.




     (c) A Qualified Election under this provision will be valid only with respect to the
Spouse who consented to the Qualified Election, or in the event of a Qualified Election in
which the Spouse’s consent has not been obtained, with respect to a designated Spouse (e.g.,
that Spouse who cannot be located).



16









 






     (d) A revocation of a prior election, designation or waiver may be made by a
Participant without the consent of the Spouse at any time before the commencement of
benefits, but any subsequent election, designation or waiver shall again be subject to the
foregoing rules. Subject to the foregoing (relating to a change by a Participant), the
consent by a Spouse to an election, designation or waiver shall be irrevocable. The number
of revocations and subsequent elections, designations or waivers shall not be limited during
any applicable election period.




     (e) An election, designation or waiver which, by reason of a failure to obtain required
spousal consent could not be given effect when made, may later be given effect if at the
relevant date the Participant has no Spouse or is not then otherwise required to have
spousal consent.



     3.29 Sponsor. “Sponsor” shall mean the American Pacific Corporation.



     3.30 Spouse. “Spouse” shall mean, as required by the context of specific provisions
of this instrument, the person to whom the Participant is lawfully married on the date on which
payment of benefits commences or for purposes of the spousal death benefit under Article XII, the
person to whom such deceased Participant is married on the date of such Participant’s death.



     3.31 Trust Agreement. “Trust Agreement” shall mean the trust agreement effective as
of December 1, 2005, by and between Ampac Fine Chemicals LLC and/or American Pacific Corporation
and the trustee designated therein, or such other trust agreement or agreements that may be
established from time to time hereunder and as the same may from time to time be amended and/or
restated.



17









 





     3.32 Trust Fund. “Trust Fund” shall mean all cash and securities and all other assets
of whatever nature deposited with or acquired by the Trustee or Trustees in the capacity of Trustee
of this Plan and all accumulated income thereon.



     3.33 Trustee. “Trustee” shall mean the individual(s) and/or entity designated in the
Trust Agreement or any successor named as provided in the Trust Agreement and which executes a
Trust Agreement as Trustee, or any other Trustee or Trustees designated in any trust agreement or
trust agreements which may be established to carry out the purposes of this Plan.



18









 





ARTICLE IV




PARTICIPATION




     Every Employee who was a participant in Program C on November 30, 2005 and who became an
Employee on December 1, 2005 shall become a Participant in this Plan and become eligible to accrue
benefits under this Plan on December 1, 2005.



     Every other Employee, as defined herein, shall become a Participant in this Plan on the date
on which he becomes an Employee. No person shall be eligible to be a Participant in and accrue
benefits under this Plan during any period of time during which he is covered under any other
pension or retirement plan to which the Company contributes (including the Ampac Fine Chemicals
Pension Plan for Salaried Employees), except a federal or state, social security or similar welfare
program; nor shall any person be eligible to accrue benefits under this Plan during any period of
time that such person is not an Employee, as defined in Article III.



19









 





ARTICLE V




CONTRIBUTIONS




     The Member Companies will from time to time contribute such amounts as are required under the
provisions of the Employee Retirement Income Security Act of 1974, and at their option may
contribute additional amounts as they deem desirable. No Participant shall make any contribution
under the Plan. All Member Company contributions made hereunder shall be deposited with the
Trustee and held as part of the Trust Fund.



20









 





ARTICLE VI




RETIREMENT




     6.1 Normal Retirement Date. The Normal Retirement Date of any Participant shall be
the first day of the month coinciding with or next following his sixty-fifth (65th) birthday.
Normal Retirement Age is age sixty-five (65).



     6.2 Early Retirement Date. Any Participant who is an Employee or in the active
employment of an Affiliated Company, and who has attained age fifty-five (55) and completed at
least ten (10) years of Cumulative Service may elect to retire on an Early Retirement Date. Such
Early Retirement Date shall be the first day of any month selected by the Participant which occurs
before his Normal Retirement Date and after his satisfaction of the age and service requirements
set forth in the first sentence of this Section 6.2



     6.3 Late Retirement Date. A Participant who remains employed by the Company or an
Affiliated Company beyond the date which would have been his Normal Retirement Date may retire as
of the first day of any month thereafter, and the date of such subsequent retirement shall be his
Late Retirement Date.



21









 





ARTICLE VII




DETERMINATION OF RETIREMENT INCOME




     7.1 Retirement at Normal Retirement Date. The retirement income payable on Normal
Retirement Date shall be payable as provided in Article X. The monthly amount of retirement income
commencing on Normal Retirement Date and payable as a single life annuity for the life of a
Participant who retires on his Normal Retirement Date shall be equal to the “Benefit Factor” (as
set forth in the Appendix attached to this Plan) multiplied by the number of years of Credited
Service recognized under this Plan.



     The Pension Benefit to which any Participant, who was employed by Aerojet Fine Chemicals LLC
on June 1, 2000, is entitled under this Plan shall be offset and reduced by the amount of Pension
Benefit such Participant is entitled to receive under the Aerojet Plan, assuming that payment of
such Pension Benefit under the Aerojet Plan commences at the same time the Participant commences to
receive his Pension Benefit under this Plan. The Pension Benefit of the Participant for whom a
subsequent transfer of assets was made as described in Section 1.1 will not be offset as he has no
benefit under the Aerojet Plan.



     As of December 1, 2005, the Accrued Benefit of each Participant who became an Employee on that
date in connection with the purchase of assets of Aerojet Fine Chemicals LLC (or as of December 1,
2005 due to a subsequent transfer of assets described in Section 1.1) is indicated on Schedule D of
this Plan.



     For purposes of this Section 7.1, the following special rules shall apply:




     (a) The applicable Benefit Factor to be applied with respect to a period of
participation at any employee unit of a Member Company shall be the Benefit Factor
applicable to Participants terminating employment from such employee unit on the date



22









 







of the Participant’s termination of employment from the Company and all Affiliated
Companies;




     (b) If a Participant’s retirement income is determined with respect to periods of
participation at more than one employee unit of a Member Company, and, if on the effective
date of such Participant’s termination of employment from the Company and all Affiliated
Companies the Appendices attached to this instrument provide for special rules for the
determination of retirement benefits (including but not limited to special benefit
limitations or special factors to be used in computing adjustments for benefits commencing
prior to age sixty-five (65)), such special rules shall apply, but only to the increment of
retirement income determined for participation at the employee unit covered by such
Appendix;



     7.2 Retirement at Early Retirement Date.




     (a) The retirement income payable on or after Early Retirement Date shall be payable as
provided in Article X. A Participant who elects an Early Retirement Date may elect to have
his retirement income commence either as of his Normal Retirement Date, or as of the first
day of any month selected by him which is after his Early Retirement Date and prior to his
Normal Retirement Date. The monthly amount of retirement income commencing on Normal
Retirement Date and payable as a single life annuity for the life of a Participant electing
an Early Retirement Date shall be determined as provided in Section 7.1 and 7.5, based,
however, upon the Participant’s years of Credited Service as of his Early Retirement Date.
If a Participant (other than a Participant described in subsection (b) below) elects to have
his retirement income commence prior to his Normal Retirement Date, as provided above, the
monthly amount of retirement income otherwise



23









 







payable shall be reduced by four-tenths of one percent (0.4%) for each month that the
commencement of such person’s retirement income precedes the first day of the month
coinciding or next following his sixty-second (62nd) birthday.




     (b) In the case of a person whose employment terminates prior to Early Retirement Date
with a vested right to a retirement income and who elects to receive such retirement income
commencing on the first day of any month coinciding with or following his fifty-fifth (55th)
birthday as provided in Section 9.2, the monthly amount of such retirement income shall be a
reduced percentage of the retirement income otherwise payable. Such reduced percentage
shall be determined in accordance with Schedule A attached hereto and not in accordance with
the percentage reduction set forth in the preceding Section 7.2(a).



     7.3 Limitation on Benefits. In no event shall the annual benefit payable to any
Participant hereunder exceed the limitation on benefits provided in Article XX.



     7.4 Retirement On Late Retirement Date. If a Participant retires on a date which is
subsequent to his Normal Retirement Date, the benefits to which he may be entitled shall commence
as of the first day of the month coinciding with or next following the date of his actual
retirement as though such date were his Normal Retirement Date; provided, however, in the case of a
Participant who is a Five Percent Owner, as defined in Section 22.2(b), benefits shall commence no
later than the April 1 following the calendar year in which the Participant attains age seventy and
one-half (70-1/2) even if he has not actually retired. Except as provided in Section 10.6(d), the
amount of benefit payable shall not be actuarially or otherwise increased to reflect that benefits
have commenced subsequent to Normal Retirement Date.



24









 





ARTICLE VIII




DISABILITY BENEFIT




     8.1 Eligibility. A Participant employed by a Member Company or an Affiliated Company,
who ceases active work due to total and permanent disability, (1) with at least ten (10) years of
Cumulative Service, and (2) who at the commencement of disability has not attained the age of
sixty-five (65), and (3) who shall have remained totally and permanently disabled for a period of
six (6) consecutive months shall be eligible for a disability benefit upon termination of
employment and submission of proof as provided herein. In order to be valid, all claims for
disability benefits must be made within one (1) year from the last day of active employment.



     8.2 Total and Permanent Disability. A Participant shall be deemed to be totally and
permanently disabled when, on the basis of proof satisfactory to the Pension Plan Committee, the
Pension Plan Committee determines that as a result of any physical or mental condition he is wholly
prevented from engaging in any regular occupation or employment for wage or profit (except such
employment as is found by the Pension Plan Committee to be for purposes of rehabilitation) and the
condition will, in the opinion of the physician or physicians, clinic or hospital who make the
examination provided herein, be permanent, total and continuous for the remainder of his life. To
the extent permitted by law, a Participant shall not be deemed disabled for the purposes of this
Article, if, on the basis of proof satisfactory to it, the Pension Plan Committee determines that
his disability arose from any intentionally self-inflicted injury or injury resulting from
participation in any criminal undertaking or from service in the armed forces of any country, or
consists of chronic alcoholism or addiction to narcotics (or injury or disease resulting there
from).



25









 





     8.3 Medical Examinations. A Participant applying for a disability benefit hereunder
shall be required to submit to a medical examination and shall be required to submit to such
reexamination as the Pension Plan Committee shall deem necessary from time to time in order to make
a determination concerning his mental or physical condition. An individual who shall be receiving
disability benefits hereunder may be required to submit to a medical examination at any time, but
not more often than once every six (6) months, to determine whether he is eligible for continuance
of the disability benefit. If, on the basis of such reexamination, it is determined by the Pension
Plan Committee that such individual prior to attaining age sixty-five (65) has sufficiently
recovered to engage in any regular occupation or employment for wage or profit, or if it is
determined by the Pension Plan Committee that such individual has engaged in any regular occupation
or employment subsequent to his disability (except such employment as is found by the Pension Plan
Committee to be for purposes of rehabilitation), payment of his disability benefit shall cease. In
the event that such individual shall fail within thirty (30) days after notice to submit to medical
examination, his disability benefit will be discontinued until he has submitted to such examination
after which his continued eligibility may be determined as provided above. The medical
examinations provided herein shall be made by a competent physician or physicians or clinic or
hospital selected by the Pension Plan Committee, at no cost to the Participant.



     8.4 Disability Benefit. A monthly disability benefit to such a disabled Participant
shall commence as of the first day of the month following the receipt by the Pension Plan Committee
of satisfactory proof of such disability or the first day of the month following the completion of
a period of six (6) months from the date on which the injury or disease was incurred, whichever is
later; provided, however, that in those cases where timely submission of



26









 







such proof was prevented by unavoidable and extreme circumstances, the six (6) month period
shall be used.



     An eligible Participant shall receive a monthly disability benefit payment computed in
accordance with Sections 7.1 and 7.5 without actuarial reduction as if he has become eligible for a
normal retirement benefit under this Plan on the date of his termination due to permanent and total
disability. The disability benefit payable under this Article VIII shall be payable in accordance
with the provisions of Article X.



     The disability benefit payable under this Article VIII shall continue (unless sooner
discontinued or terminated as provided in Section 8.3 or by the disabled Participant’s death) until
the month in which the disabled Participant attains age sixty-five (65). From and after attainment
of age sixty-five (65) benefits shall be payable to a Participant under this Plan only in
accordance with the provisions of Article IX (governing the benefits payable to a Participant whose
employment terminates when he has a vested right to benefits) and in the case of such benefits the
applicable form of benefit shall be as provided in Article X and the Benefit Factor(s) applicable
to the Participant shall be the same Benefit Factor(s) applicable to calculation of the
Participant’s disability benefit.



     A Participant whose termination of employment by reason of total and permanent disability
occurs prior to his eligibility to retire on an Early Retirement Date may, at any time after
attainment of age fifty-five (55) elect, in such manner as the Pension Plan Committee may prescribe
(but only if he is then receiving a disability benefit), to have his benefits thereafter payable as
retirement income in accordance with Article X, in lieu of receiving any further disability
benefits under this Article VIII. In the event of such an election, such Participant’s retirement
income shall be reduced to the extent provided in Section 7.2(a) if the payment of



27









 







such retirement income pursuant to Article X commences prior to age sixty-five (65). For
purposes of determining the amount of reduction, if any, provided by Section 7.2(a), the date of
commencement of retirement income shall be the date payments commence pursuant to Article X
(without regard to the date benefits commenced under this Article VIII).



     8.5 Deduction from Disability Benefits. In determining the amount of the disability
benefit a deduction shall be made from the amount provided by Section 8.4 equal to (1) any Workers’
Compensation benefits, (2) disability payments received from the United States or a foreign country
by reason of service in the armed forces of the United States or such other country, and (3) any
other disability benefits (other than social security disability benefits) from time to time
payable if such benefits have been provided in whole or in part by premiums, taxes or other
payments paid by or at the expense of the Company or an Affiliated Company. If the Workers’
Compensation benefit is paid on a lump sum basis, whether pursuant to an award or a settlement, the
amount of such lump sum payment shall be deducted from the monthly disability benefits as
determined by Section 8.4 until the entire amount of the lump sum payment will have been
liquidated.



28









 





ARTICLE IX




VESTING AND VESTED TERMINATION




     9.1 Vesting. All benefits to which a Participant may be entitled under this Plan
shall be vested in the Participant upon such Participant’s completion of five (5) years of
Cumulative Service, or upon such Participant’s sixty-fifth (65th) birthday if he is then employed
by the Company or an Affiliated Company, whichever event shall occur first. Vested benefits shall
be nonforfeitable and a Participant shall be entitled to receive such benefits in accordance with
the provisions of this Plan.



     9.2 Vested Termination of Employment. If for any reason other than death, or
retirement in accordance with the provisions of this Plan, the employment of the Participant is
terminated and at the time of such termination such Participant has a vested right to benefits
hereunder, the Participant shall be entitled to receive a monthly retirement income (determined and
payable in accordance with Section 9.3) commencing on Normal Retirement Date, or, if the
Participant so elects on or after his attainment of age fifty-five (55), commencing as of the first
day of any month selected by him which is after his fifty-fifth (55th) birthday and prior to his
Normal Retirement Date.



     9.3 Form and Amount of Vested Termination Benefits. The retirement income hereunder
shall be payable as provided in Article X. The monthly amount of retirement income commencing on
Normal Retirement Date shall be determined in accordance with Sections 7.1 and 7.5, based, however,
on the Participants years of Credited Service and the Benefit Factor(s) as of the date of his
termination of employment. The monthly amount of retirement income commencing prior to Normal
Retirement Date shall be a reduced percentage of the retirement income otherwise payable. Such
reduced percentage shall be determined in accordance with
Schedule A attached hereto and the percentage reduction specified in Section 7.2(a) shall not
apply.



29









 





ARTICLE X




PAYMENT OF BENEFITS




     10.1 Normal Form of Payment. Unless a Participant elects an optional form of benefits
as provided in this Article X, the retirement income to which a Participant may be entitled,
commencing at his Normal Retirement Date (or on a date which is on or after his Early Retirement
Date as provided in Section 7.2), shall be payable in equal monthly installments, as follows:




     (a) The retirement income payable to a Participant who has a Spouse on his Annuity
Starting Date shall be a reduced benefit payable for the lifetime of the Participant, with
fifty percent (50%) of the amount payable to the Participant continued thereafter to the
Spouse of the Participant, for the lifetime of such Spouse. The reduced monthly amount
payable to a Participant during his lifetime (as provided in this Section 10.1(a)), shall be
a percentage of the amount otherwise payable in the form described in Section 10.1(b) below,
and such percentage shall be determined in accordance with Schedule B, attached hereto. In
no event, however, shall the value of the joint and survivor annuity payable under this
Section 10.1(a) be less than the value of any optional form of payment payable under the
Plan at the same time;




     (b) The retirement income payable to any Participant who does not have a Spouse on his
Annuity Starting Date shall be a single life annuity, payable for the lifetime of the
Participant, which is the amount provided in Article VII, VIII or IX, as appropriate.



     10.2
Optional Form of Payment. Subject to the provisions of Section 10.3, below, a
Participant (including a former Employee with a vested interest as provided in Article IX) may make
an election, at any time prior to the date with respect to which his retirement income



30









 







commences, to receive the retirement income otherwise payable to him in an optional form
described in either Section 10.2(a), Section 10.2(b) or Section 10.2(c) below:




     (a) A single life annuity, as described in Section 10.1(b), payable to the Participant
for his lifetime.




     (b) A joint and survivor annuity, with reduced monthly payments to the Participant for
his lifetime, with the percentage of such monthly amount continued thereafter to the
Participant’s designated Joint Annuitant, to be paid monthly for the lifetime of such Joint
Annuitant, ending with the last payment made prior to the death of such Joint Annuitant.
Subject to the provisions of Section 10.6, the applicable Joint Annuitant’s percentage shall
be specified by the Participant at the time of electing the joint and survivor annuity
described in this Section 10.2(b), and shall be either fifty percent (50%) or one hundred
percent (100%). The reduced monthly amount payable to a Participant during his lifetime (as
provided in this Section 10.2(b)), shall be a percentage of the amount otherwise payable in
the form described in Section 10.1(b) above, and such percentage shall be determined in
accordance with Schedule B (where fifty percent (50%) is payable to the Joint Annuitant) or
Schedule C (where one hundred percent (100%) is payable to the Joint Annuitant).




     (c) A reduced pension, which shall be the Actuarial Equivalent of the amount otherwise
payable in the form described in Section 11.1(b), payable during the Participant’s life, but
for a term certain of 5, 10, 15 or 20 years (as the Participant shall so elect provided the
period specified shall not exceed the maximum period permitted under Section 10.6, with the
payment to his Beneficiary of any pension payments remaining to be paid after the
Participant’s death, or if such Beneficiary shall have predeceased him,



31









 







with the commuted value of such remaining pension payments to be paid to his estate in
one lump sum, and with the payment to the estate of the Beneficiary in one lump sum of the
commuted value of any pension payments remaining to be paid at the death of the Beneficiary.


Except in the case of an election of a joint and survivor annuity where (i) the designated Joint
Annuitant is the Participant’s Spouse, and (ii) the Joint Annuitant will receive 100% of the
monthly pension benefit paid to the Participant during his lifetime, such election must be a
Qualified Election.




     10.3 Election Not to Take Joint and Survivor Annuity. At least thirty (30) and no
more than ninety (90) days before the date with respect to which a Participant’s benefit under this
Plan commences to be paid in the form of a joint and survivor annuity described in Section 10.1(a),
such Participant shall be furnished, in writing, (a) a general description of such joint and
survivor annuity, (b) a general description of the circumstances in which it will be provided, (c)
notice of the Participant’s right, prior to the commencement of benefits, to make an election to
receive his benefits in an optional form described in Section 10.2 (and the right to revoke such
election, together with an explanation of the effect of such revocation), (d) a general description
of the relative financial effect on a Participant’s benefits of an election to receive benefits in
a form other than the joint and survivor annuity provided in Section 10.1(a), and (e) a general
description of the rights of the Participant’s Spouse under applicable provisions of the Internal
Revenue Code pertaining to a Qualified Election. At the same time the Participant also shall be
furnished, or be advised of the availability of, a written explanation of the terms and conditions
of the joint and survivor annuity described in Section 10.1(a) and the financial effect upon the
particular Participant’s annuity of making an election to receive benefits in an optional form.



32









 





     Subject to Section 10.8, an election (including a Qualified Election) under this Section 10.3
may be made by a Participant hereunder at any time prior to the commencement of benefits. Except in
the case of an election of a joint and survivor annuity where (i) the designated Joint Annuitant is
the Participant’s Spouse, and (ii) the Joint Annuitant will receive 100% of the monthly pension
benefit paid to the Participant during his lifetime, such election must be a Qualified Election
which is in writing and clearly indicates that the Participant is making a Qualified Election to
receive benefits in a form other than that of the joint and survivor annuity provided under Section
10.1(a).



     10.4
Designation of Joint Annuitant. Whenever a Participant may be permitted to
designate a Joint Annuitant pursuant to this Article X, such designation shall be made in the form
of an election (including, where required, a Qualified Election) by the execution and delivery to
the Pension Plan Committee of an instrument in form satisfactory to the Pension Plan Committee. An
election of an optional form of benefit under this Article X may be revoked or a different Joint
Annuitant may be named before payment of the Participant’s retirement income commences, with the
written consent of the Pension Plan Committee in accordance with rules of uniform application for
all Participants similarly situated.



     10.5
Conditions of Qualified Election. Except as provided in Article XII, in the
event that a Participant has made an election (including, where required, a Qualified Election) to
receive an optional form of benefit under this Article X, and either the Participant or the Joint
Annuitant designated to receive such payments dies before payment of the Participant’s Retirement
Income commences, such election of an optional form shall not become effective.



     10.6 Limitations on Distribution of Benefits.




     (a) Required Beginning Date: Distribution of Benefits must commence not



33









 







later than a Participant’s Required Beginning Date. The Required Beginning Date for
payment of a pension to a Participant is the first day of April of the calendar year
following the later of the calendar year in which the Participant attains age 70-1/2, or, at
the Participant’s election, the calendar year in which he terminates employment with the
Company and all Affiliated Companies.




     (b) The provisions of this Section will apply to any distribution of a Participant’s
interest and will take precedence over any inconsistent provisions of this Plan. However,
this Section is not intended to provide an optional form of distribution or commencement
date not otherwise allowed under the Plan unless the timing or amount of payments to be made
under the applicable provisions of the Plan, without regard to this Section, would be later
than the Required Beginning Date or less than the required minimum provided under this
Section.




     (c) All distributions required under this Section shall be determined and made in
accordance with Section 401(a)(9) of the Code and the regulations thereunder, including the
incidental death benefit requirements of Code Section 401(a)(9)(G) and Treas. Reg.
1.401(a)(9)-6, Q & A-2. The Plan shall apply the minimum distribution requirements of Code
Section 401(a)(9) in accordance with the Final Treasury Regulations issued June 15, 2004
thereunder.




     (d) Distribution of benefits, if not made in a single sum, shall be made over one of
the following periods (or a combination thereof): 1) the life of the Participant; 2) the
lives of the Participant and a designated Beneficiary; 3) a period not extending beyond the
life expectancy of the Participant or 4) a period not extending beyond the life expectancy
of the Participant and a designated Beneficiary.



34









 






     (e) If the distribution of the Participant’s interest has begun in accordance with the
preceding paragraph and the Participant dies before his entire interest has been distributed
to him, the remaining portion of such interest shall be distributed at least as rapidly as
under the method of distribution used as of his date of death.




     (f) If the Participant dies before distribution commences, his or her entire interest
will be distributed no later than the date specified below:




     (1) Payments of any portion of such interest to the Participant’s surviving
Spouse shall be made over the life or life expectancy of such surviving Spouse
commencing no later than December 31 of the calendar year in which the Participant
would have attained age seventy and one half (701/2) or, if later, December 31 of
the calendar year containing the first anniversary of the Participant’s death except
to the extent an election is made to receive a distribution of the surviving
Spouse’s entire interest no later than December 31 of the calendar year containing
the fifth anniversary of the Participant’s death.




     (2) Distribution of the entire interest of a Beneficiary other than the
Participant’s surviving Spouse shall be made no later than December 31 of the
calendar year containing the fifth anniversary of the Participant’s death except to
the extent an election is made to receive distributions over the life or life
expectancy of such designated Beneficiary commencing no later than December 31 of
the calendar year containing the first anniversary of the Participant’s death;




     Such election must be made by the Participant (or his designated Beneficiary or
surviving Spouse, if the Participant dies without having made such an election) on
or before the earlier of the date by which distribution must



35









 







commence absent such election and the date distribution must commence assuming
such election has been made.




     If the Spouse dies before payments begin, subsequent distributions are required
under this subsection (except for subsection (f)(2)) as if the surviving Spouse was
the Participant.




     (g) For the purpose of this Section, distribution of a Participant’s interest is
considered to begin on the Participant’s required beginning date (or, if the last sentence
of subsection (f) applies, the date distribution is required to begin to the surviving
Spouse pursuant to subsection (f)). If distribution in the form of an annuity irrevocably
commences to the Participant before the required beginning date, distribution is considered
to commence on the date it actually commences.




     (h) Any amount paid to a child shall be treated as if it had been paid to the surviving
Spouse if such amount will become payable to the surviving Spouse when the child reaches the
age of majority.




     (i) For purposes of this Section, any distribution required under the incidental death
benefit requirements of Section 401(a) of the Code shall be treated as a distribution
required under Section 401(a)(9) of the Code.




     (j) Required Actuarial Increase.




     (i) Except with respect to a Five-Percent Owner, a Participant’s accrued
benefit must be actuarially increased to take into account the period after age 701/2
in which the Participant does not receive any benefits under the Plan. The
actuarial increase begins on the April 1 following the calendar year in which the
Participant attains age 701/2 and ends on the date on which benefits commence



36









 







after retirement in an amount sufficient to satisfy Code section 401(a)(9).




     (ii) The amount of actuarial increase payable as of the end of the period of
actuarial increases must be no less than the actuarial equivalent of the
Participant’s retirement benefits that would have been payable as of the date the
actuarial increase must commence plus the actuarial equivalent of additional
benefits accrued after that date, reduced by the actuarial equivalent of any
distributions made after that date.




     Effective December 1, 2005, if a Participant elects an optional form of benefit
that provides a survivor benefit to a person other than a surviving spouse, the
survivor benefit shall be limited so that the value of the annuity payable during
the Participant’s lifetime shall not be less than 51% of the value of the
Participant’s Accrued Benefit calculated at his actual retirement date.



     10.7 Direct Rollovers.




     (a) 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 Pension Plan Committee, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.




     (b) Definitions. For purposes of this Section, the following terms shall have
the meanings set forth in this subsection:




     (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: (i) any distribution of less than Two



37









 







Hundred Dollars; (ii) 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 years or more; and (iii) any distribution to the extent such
distribution is required under Code section 401(a)(9).




     (2) “Eligible Retirement Plan” means an individual retirement account described
in Code section 408(a), an individual retirement annuity described in Code section
408(b), an annuity plan described in Code section 403(a), or a qualified trust
described in Code section 401(a) that accepts the Distributee’s Eligible Rollover
Distribution. An Eligible Retirement Plan shall also mean an annuity contract
described in section 403(b) of the Code and 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.
The definition of Eligible Retirement Plan 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 qualified domestic relation order, as defined in section
414(p) of the Code.




     (3) “Distributee” means any Participant who is or was an Employee, and any
Beneficiary who is or was a Participant’s Spouse (including any former Spouse who is
an alternate payee under a qualified domestic relations order, as defined in Code
section 414(p) with regard to any spousal interests recognized or



38









 







created under the Plan.




     (4) “Direct Rollover” means a payment by the Plan to the Eligible Retirement
Plan specified by the Distributee. A portion of a distribution shall not fail to be
an eligible rollover distribution merely because the portion consists of after-tax
employee contributions which are not includible in gross income. However, such
portion may be paid only to an individual retirement account or annuity described in
section 408(a) or (b) of the Code, or to a qualified defined contribution plan
described in section 401(a) or 403(a) of the Code that agrees to separately account
for amounts so transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includible.



     10.8 Consent to Certain Distribution of Benefits. Notwithstanding any provision of
the Plan to the contrary, if the Actuarial Equivalent present value of a Participant’s vested
accrued benefit exceeds (or at the time of any prior distribution exceeded) $5,000, and the
Participant’s vested accrued benefit is immediately distributable, the Participant and the
Participant’s Spouse (if the Participant elects a Retroactive Annuity Starting Date pursuant to
Section 15.1 or a form of payment other than a Qualified Joint and Survivor Annuity) must consent
to any distribution of such accrued benefit. Except as provided in Section 15.1 with respect to a
Retroactive Annuity Starting Date, the consent of the Participant and the Participant’s Spouse (if
required) must be obtained in writing within the 90-day period ending on the Annuity Starting Date.
The Pension Plan Committee will notify the Participant and the Participant’s Spouse of the right
to defer any distribution until the Participant’s Normal Retirement Date. Such notification will
include a general description of the material features and an explanation of



39









 







the relative value of the optional forms of benefit available under the Plan in a manner that would
satisfy the notice requirements of Code Section 417(a)(3), and will be provided no fewer than 30
days nor more than 90 days prior to the Participant’s Annuity Starting Date.



          If the Participant, after having received the written explanation described above,
affirmatively elects a form of distribution and the spouse consents to that form of distribution
(if necessary), the Annuity Starting Date may be less than thirty (30) days after the written
explanation was provided to the Participant, provided that the following requirements are met:





     (1) The Pension Plan Committee provides information to the Participant clearly
indicating that the Participant has a right to at least thirty (30) days to consider
whether to waive the Qualified Joint and Survivor Annuity and consent to another
form of distribution;




     (2) The Participant is permitted to revoke an affirmative distribution election
until the later of the Annuity Starting Date or the eighth day following the date
the foregoing explanation is provided to the Participant;




     (3) Except as provided in Section 16.1 with respect to Retroactive Annuity
Starting Dates, the Annuity Starting Date is after the date the foregoing
explanation is provided to the Participant; and




     (4) Distribution in accordance with the affirmative election does not commence
before the eighth day after the foregoing explanation is provided to the
Participant.



     Notwithstanding the foregoing paragraph, only the Participant is required to consent to the
commencement of a distribution in the form of a qualified joint and survivor annuity described in
Section 10.1(a). Neither the consent of the Participant nor the Participant’s Spouse



40









 







is required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or 415.



     An accrued benefit is immediately distributable if any part of the accrued benefit could be
distributed to the Participant or the Participant’s Spouse before the Participant attains (or would
have attained, if the Participant had not died) age sixty-five (65).



41









 





ARTICLE XI




NO PAYMENTS OF BENEFITS DURING EMPLOYMENT




     11.1 No Commencement of Benefits During Employment. Except as provided in Section
10.6, no benefits shall commence to be paid under this Plan to a Participant while he is employed
by a Member Company or an Affiliated Company.



     11.2 Suspension of Benefits. In the event that a Participant whose benefits have
commenced is re-employed by a Member Company or an Affiliated Company, payment of his benefits
shall cease upon such re-employment. Upon retirement thereafter, such Participant shall be
entitled to benefits computed in accordance with Article VII, giving effect to his Credited Service
before and after such re-employment (up to Normal Retirement Date), adjusted, however, to reflect
the amount of benefits (excluding disability benefits under Article VIII) paid before
re-employment. The Pension Plan Committee shall from time to time adopt written procedures
regarding the suspension of benefits, which procedures shall comply with the requirements of
Section 203(a)(3)(B) of the Employee Retirement Income Security Act of 1974 and such applicable
regulations as may be promulgated thereunder.



42









 





ARTICLE XII




SPOUSAL DEATH BENEFIT




     12.1 Spousal Death Benefit. Subject to the provisions of this Article XII, if a
Participant dies (1) after having completed at least ten (10) years of Cumulative Service, or after
acquiring a vested right to benefits hereunder by reason of having completed a lesser number of
years of Cumulative Service if so provided in any Appendix applicable to the Participant, or after
having attained Normal Retirement Date (whether or not he has actually retired) and (2) before
payment of his retirement income commences, a monthly benefit, based on his accrued benefit under
this Plan, will be payable to the Spouse to whom such Participant is lawfully married on the date
of his death. Such monthly benefit for such Spouse shall commence on the later of (a) the first
day of the first month following the Participant’s death or (b) the first day of the month
coinciding with or next following the date on which the Participant would have attained age 55 had
his death not occurred. Such monthly benefit shall end upon such Spouse’s death. The monthly
amount of such benefit shall be equal to the monthly amount which would have been payable to such
Spouse after the Participant’s death had the Participant’s employment terminated on the date of his
death, and had payments commenced to be paid to such Participant on the later of (a) such date or
(b) the first day of the month coinciding with or next following the date on which he would have
attained age 55 had his death not occurred, in the form of the joint and survivor annuity provided
in Section 10.1(a). However, if the Participant elects a 100% joint and survivor annuity with his
surviving Spouse as his joint annuitant within 90 days prior to his death, and the Participant dies
prior to benefit commencement, the benefit under this Section shall be calculated by substituting
such payment form for the joint and survivor annuity provided in Section 10.1(a). For purposes of
determining the appropriate reduction factor in the case of



43









 




benefits commencing prior to the date on which the Participant would have attained age 65, the
provisions of Section 7.2(a) shall apply in the case of a Participant whose death occurs on or
after attainment of age fifty-five (55) and the factors set forth in Schedule A attached hereto
shall apply in all other cases.




     12.2 Marriage Requirement. No benefit shall be payable under this Article XII other
than to the Spouse of a Participant who (a) is lawfully married to the Participant on the date of
the Participant’s death, and (b) in the case of a Participant who as of the date of his death had
not attained age fifty-five (55), had been lawfully married to the Participant throughout the one
(1) year period ending on the date of the Participant’s death.



     12.3 Certain Elections. A Participant whose employment for the Company and all
Affiliated Companies terminates, may make a Qualified Election at any time prior to the date of his
death not to have such coverage apply.



     Within the applicable period each Participant described in the preceding provisions of this
Section shall be furnished a written explanation with respect to the pre-retirement survivor
annuity described in Section 12.1. Such explanation shall be comparable to the explanation
described in Section 10.3 hereof. If a Participant enters the Plan after the first day of the Plan
Year in which the Participant attains age thirty-five (35) such written explanation shall be
furnished no later than the start of the second Plan Year commencing after the Plan Year in which
such participation begins.



     For purposes of this Section the term “applicable period” means, with respect to a
Participant, whichever of the following periods end last:



44









 






     (a) the period beginning with the first day of the Plan Year on which the Participant
attains age thirty-two (32) and ending with the close of the Plan Year preceding the Plan
Year in which the Participant attains age thirty-five (35),




     (b) a reasonable period after the individual becomes a Participant,




     (c) a reasonable period ending after the Plan ceases to fully subsidize the cost of
pre-retirement survivor annuities,




     (d) a reasonable period ending after Section 401(a)(11) of the Code applies to a
Participant, and




     (e) a reasonable period after separation from service in case of a Participant who
separated before attaining age thirty-five (35).



     12.4 Cost of Benefit. Effective December 1, 1977 the spousal death benefit annuity
provisions of the predecessor of this Plan did not impose a charge for benefits commencing on or
after that date and prior to August 23, 1984.



     Commencing August 23, 1984, the predecessor of this Plan reinstated a charge for spousal death
benefits.



     If spousal death benefit coverage applies to a Participant during any period of time, prior to
the Participant’s death, that the Participant is not employed by the Company or an Affiliated
Company, a charge shall be imposed. Likewise a charge shall be imposed for any period of time
prior to December 1, 2005 with respect to which Program C as in effect on November 30, 2005 would
have imposed such a charge. Such charge shall be a reduction of any benefits payable to or with
respect to the Participant, and shall be expressed as a percentage of such benefits for each Plan
Year or portion of a Plan Year during which coverage is in effect, as follows:



45









 





	 	 	 
	Youngest Age During Plan Year	 	Percentage Reduction
	of Coverage	 	for such Year
	Under 35

	 	No reduction
	 
	 	 
	35 through 44

	 	.1% (one tenth of one percent)
	 
	 	 
	45 through 54

	 	.3% (three tenths of one percent)
	 
	 	 
	55 and over

	 	.6% (six tenths of one percent)






     Such charge shall be imposed when coverage is provided automatically, subject to a right to
make a Qualified Election to waive coverage (as described in Section 12.3).



46









 





ARTICLE XIII




TRANSFER OF EMPLOYMENT




     If any Participant transfers (a) to a position with a Member Company, other than as an
Employee as defined in this Plan, or (b) to an Affiliated Company as an hourly paid employee or a
salaried employee of such organization or entity, such Participant for the period of such service
shall continue to accumulate Cumulative Service in accordance with Article XIV of this Plan, but
shall not earn Credited Service for the period of such service. Such Participant shall retain all
other rights as provided by this Plan.



47









 





ARTICLE XIV




AFFILIATED SERVICE




     14.1 Definitions. For purposes of this Article XIV only, the following definitions
shall apply:




     (a) “Related Employee” means an employee (including a person deemed to be an employee
pursuant to Section 414(n) of the Internal Revenue Code) of a Member Company or of an
Affiliated Company who is not an Employee as defined in this Plan.




     (b) “Related Plan” means the Ampac Fine Chemicals Pension Plan for Salaried Employees,
and any employee pension benefit plan (within the meaning of Section 3(2) of the Employee
Retirement Income Security Act of 1974) which is maintained by a Member Company or an
Affiliated Company, other than this Plan.



     14.2 Credited Service. No Employee or former Employee shall accrue Credited Service
for purposes of this Plan for any period during which he is not an Employee, as defined in this
Plan



     14.3 Cumulative Service. In the case of an Employee or former Employee who has
rendered service as a Related Employee to a Member Company or an Affiliated Company, Cumulative
Service, for purposes of this Plan, shall include:




     (a) Full years of service credit for vesting purposes deemed to be earned as a Related
Employee under a Related Plan (but not including any such credit with respect to service as
an Employee, as defined herein, for which credit for vesting purposes is deemed earned under
Section 3.6), and




     (b) For any period of service rendered as a Related Employee during which such Employee
or former Employee is not covered by a Related Plan, any Plan Year



48









 







during which the Related Employee completes at least one hour for which he is paid or
indirectly paid or entitled to payment for the performance of duties as a Related Employee,
provided, however, that no such Plan Year shall be taken into account if service rendered
during such Plan Year is included in service credit described in Section 14.3(a), above.


For purposes of applying the rules of this Plan respecting Breaks in Service, a Related Employee
who sustains a Break in Service under a Related Plan shall be deemed to have sustained a Break in
Service for purposes of this Plan.




     14.4 Limitation on Affiliated Service. Unless otherwise provided by the Board of
Directors of the Company, no credit shall be recognized for any purpose under this Plan with
respect to service rendered to an Affiliated Company prior to such Affiliated Company becoming an
Affiliated Company.



49









 





ARTICLE XV




APPLICATION FOR BENEFITS




     15.1 Application for Benefits.




     (a) Any person claiming benefits under this Plan (hereinafter referred to as
“Claimant”) shall submit an application therefor to the Pension Plan Committee, together
with such documents and information as the Pension Plan Committee may require. Except as
provided below, a Participant’s Annuity Starting Date shall not precede the later of the
date the notice described in Section 10.3 is provided to the Participant and the date an
application for benefits based on such notice is filed with the Pension Plan Committee.




     (b) If (i) circumstances exist under which the Participant’s Annuity Starting Date is
permitted under subsection (c) to precede the distribution notice required by Code section
417(a)(3); (ii) the desired Annuity Starting Date is permissible under the terms of the
Plan; (iii) the Participant and his or her Spouse consent in writing on forms provided by
the Pension Plan Committee; and (iv) the Participant properly completes his or her benefit
election forms and returns them to the Pension Plan Committee on a timely basis in
accordance with rules established by the Pension Plan Committee, the Participant’s benefits
will commence in the form elected by the Participant as of the first day of the month
affirmatively elected by the Participant in accordance with the terms of the Plan and the
Plan’s Administrative rules, provided that the requirements of subsection (d) are satisfied.
Such first day of the month shall be his or her Retroactive Annuity Starting Date.




     (c) A Retroactive Annuity Starting Date is permitted in the following circumstances:



50









 






     (1) Through no fault of the Participant, the Pension Plan Committee delays
providing the distribution notice until after the date designated as the
Participant’s desired Annuity Starting Date; or




     (2) The distribution notice is not provided prior to the Normal Retirement Date
because the Participant’s whereabouts are unknown and the Participant later comes
forward and requests a benefit commencing at the Normal Retirement Date.




     (d) The benefit payable as of such Retroactive Annuity Starting Date is subject to the
following:




     (1) Amount of Payment: The amount payable as of the date the Participant’s
benefit begins shall be the Participant’s Accrued Benefit, determined as of the
Retroactive Annuity Starting Date, plus a catch-up payment increased by interest
accrued at a reasonable rate for the period commencing as of the Retroactive Annuity
Starting Date or the due date of any periodic payment owed under the relevant
annuity option and ending on the on the date benefits begin to be paid.




     (2) Consent: A Participant’s spouse shall be required to consent to the
designation of a Retroactive Annuity Starting Date hereunder; provided, however,
that the Participant’s spouse shall not be required to consent if the survivor
annuity payments under the form of benefit payable hereunder equal or exceed the
survivor annuity payments payable under a Qualified Joint and Survivor Annuity
calculated as of the date benefit payments to the Participant actually commence and
not as of the Retroactive Annuity Starting Date.



51









 






     (3) Other Limitations. In no event shall any amount paid hereunder exceed the
limitations imposed under Section IX hereof, determined as of the date the
Participant’s benefits begin to be paid.




     (4) Form of Payment. The Participant receives his benefit in an annuity form
of payment.



     15.2 Action on Application. The Pension Plan Committee shall respond within a
reasonable period of time but not later than ninety (90) days (45 days in the case of a claim for a
Disability Retirement Benefit) of receipt of the claim. However, upon written notification to the
Claimant, the response period may be extended, for an additional ninety (90) days (two additional
30 day periods in the case of a claim for a Disability Retirement Benefit). The extension notice
shall indicate the special circumstances requiring an extension of time and the date by which the
Plan expects to render the determination. In the case of a claim for a Disability Retirement
Benefit, the notice of an extension shall specifically explain the standards on which entitlement
to a benefit is based, the unresolved issues that prevent a decision on the claim, and the
additional information needed to resolve those issues, and the claimant shall be afforded at least
45 days within which to provide the specified information. If the claim is denied in whole or in
part, the Claimant shall be provided with a written opinion using nontechnical language calculated
to be understood by the Participant setting forth:




     (1) The specific reason or reasons for denial;




     (2) The specific references to pertinent Plan provisions on which the denial is
based;




     (3) A description of any additional material or information necessary for the
Claimant to perfect the claim and an explanation of why such material or



52









 







such information is necessary;




     (4) Appropriate information as to the steps to be taken if the Claimant wishes
to submit the claim for review;




     (5) The time limits for requesting a review; and




     (6) A statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a) following the adverse benefit determination on review.



     15.3 Claim Review Procedure. A claimant who does not agree with the decision rendered
with respect to his application, may appeal such decision to the Pension Plan Committee. Such
appeal shall be made in accordance with the following procedures:




     (a) Within sixty (60) days (180 days in the case of a claim for a Disability Retirement
Benefit) after the receipt by the Claimant of the written opinion described above, the
Claimant may request in writing that the Pension Plan Committee review the determination.




     The Claimant or his duly authorized representative may review the pertinent documents
and submit written comments, documents, records, and other information for consideration by
the Pension Plan Committee. The Claimant shall be provided, upon request and free of
charge, reasonable access to and copies of, all documents, records, and other information
relevant to the Claimant’s claim for benefits. If the Claimant does not request a review of
the Pension Plan Committee’s determination within such sixty- (60) day period (180 days in
the case of a claim for a Disability Retirement Benefit), he shall be barred and stopped
from challenging the Pension Plan Committee’s determination.




     The Pension Plan Committee shall review the determination within sixty (60) days (45
days in the case of a claim for a Disability Retirement Benefit) after receipt of a



53









 







Claimant’s request for review; provided, however, that for reasonable cause such period
may be extended due to special circumstances for an additional sixty (60) days (45 days in
the case of a Claim for a Disability Retirement Benefit). In the case of a claim for a
Disability Retirement Benefit, the notice of an extension shall specifically explain the
standards on which entitlement to a benefit is based, the unresolved issues that prevent a
decision on the claim, and the additional information needed to resolve those issues, and
the claimant shall be afforded at least 45 days within which to provide the specified
information. In the case of a committee that meets at least on a regular quarterly basis,
the committee shall make a benefit determination no later than the meeting date that
immediately follows the Plan’s receipt of the request for a review, unless the request for
review is filed within 30 days before the meeting date. In such case, the benefit
determination may be made no later than the date of the second meeting following the Plan’s
receipt of the request for review. If, after considering all materials and information
presented by the Claimant (whether or not such materials or information were submitted or
considered in the initial benefit determination), the claim is denied in whole or in part,
the Claimant shall be provided with a written opinion using nontechnical language setting
forth:




     (1) The specific reason or reasons for denial;




     (2) The specific references to pertinent Plan provisions on which the denial is
based;




     (3) A statement that the Claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits;



54









 






     (4) A statement describing any voluntary appeal procedures offered by the Plan
and the Claimant’s right to obtain the information about such procedures; and




     (5) A statement of the Claimant’s right to bring an action under ERISA Section
502(a).




     (b) Procedures (General). The following procedures shall apply to any claim
filed or reviewed pursuant to this Section:




     (1) Any Claimant may be represented by an authorized representative; however,
the Pension Plan Committee may determine reasonable procedures to determine whether
any individual is authorized to act on behalf of another individual.




     (2) The Pension Plan Committee or any other person or persons acting as a named
fiduciary for this purpose shall determine administrative safeguards designed to
ensure and verify that all determinations are made in accordance with governing Plan
documents and that all Plan provisions are applied consistently with respect to
similarly situated Claimants.




     (3) The response periods described in subsections 16.2 and 16.3(a) shall be
tolled for periods during which the Claimant is responding to a request for
additional information that the Pension Plan Committee or other named fiduciary has
determined is necessary to process the Claimant’s claim. The Claimant shall have
not less than 45 days to provide the requested information. The response periods
described in subsections 16.2 and 16.3(a) shall recommence when the Claimant
provides the requested information.



55









 






     (c) Procedures (Disability). In the case of a claim that relates to a
Disability Retirement pension, the following additional procedures shall apply.




     (1) An individual or committee designated by the Board of Directors, but not
the person or persons responsible for the initial review under Section 16.2, shall
be the named fiduciary responsible for determining the appeal. Such individual or
committee may not make such determination if the individual or committee (or a
subordinate thereof) was consulted in connection with the initial claim for
benefits.




     The review shall not afford deference to the initial adverse benefit
determination.




     When the appeal is based on a medical judgment, the named fiduciary shall
consult with a health care professional who has appropriate experience and training
in the field involved in determining the Claimant’s disability and shall identify
all medical and vocational experts whose advice was obtained in connection with the
appeal. A health care professional may not be consulted under this subsection if
the health care professional (or a subordinate of such individual) was consulted in
connection with the initial claim for benefits.




     If the named fiduciary makes an adverse benefit determination on review, the
named fiduciary shall provide the Claimant with a statement that the Claimant is
entitled to receive or request reasonable access to, and copies of, all information
relevant to the claim for benefits, including internal rules, guidelines, and
protocols (to the extent relied upon) and a statement regarding voluntary
alternative dispute resolution options.



56









 





ARTICLE XVI




ADMINISTRATION




     16.1 The Pension Plan Committee. Authority to control and manage the operation and
administration of the Plan shall, except as hereafter provided, be vested in the Pension Plan
Committee of the Board of Directors of American Pacific Corporation. The members of the Pension
Plan Committee will be the persons appointed by the Board of Directors. Each member of the Pension
Plan Committee shall constitute a “Named Fiduciary” within the meaning of Section 402(a)(2) of the
Employee Retirement Income Security Act of 1974. Members of the Pension Plan Committee shall be
bonded within the limits provided by the Employee Retirement Income Security Act of 1974, and shall
serve without compensation for their services as members.



     16.2 Pension Plan Committee Procedure. The Pension Plan Committee shall elect a
Chairman and one of its members as Secretary (provided, however, that the Pension Plan Committee
may appoint a Secretary who need not be a member of the Pension Plan Committee) and such other
officers as the Pension Plan Committee deems appropriate. The Pension Plan Committee shall hold
meetings upon such notice, at such place, and at such time as it may from time to time determine.
A majority of the members of the Pension Plan Committee shall constitute a quorum for the
transaction of business. Any action taken by the Pension Plan Committee shall be by vote of a
majority of the members present at a meeting, or in writing and signed by all the members without a
meeting.



     16.3 Pension Plan Committee Powers. The Pension Plan Committee shall have full
authority to control and manage the operation and administration of the Plan (other than authority
with respect to management and direction of Plan investments unless the Board of



57









 







Directors shall otherwise determine) and to construe and apply all of its provisions. Any
action taken in good faith by the Pension Plan Committee in the exercise of authority conferred
upon it by this instrument shall be conclusive and binding upon the Participants and their
beneficiaries. The authority of the Pension Plan Committee shall include, but not by way of
limitation, the following:




     (a) Authority to decide all questions relating to the eligibility of employees to
become Participants, the amount of service of any Employee or Participant, and the amount of
benefits to which any Participant may be entitled;




     (b) Authority to compile and maintain all records it determines to be necessary,
appropriate or convenient in connection with the Plan;




     (c) Authority to approve the payment of all benefits as they become payable under the
Plan, which payments shall be made by the Trustee upon written instructions from the Pension
Plan Committee;




     (d) Authority to engage such legal, actuarial, accounting and other professional
service as it may deem proper, including authority to employ one or more persons to render
advice with regard to any responsibility any Named Fiduciary or persons designated under
Section 16.4 may have under the Plan;




     (e) Authority to order valuations and appraisals of the assets held in the Trust Fund,
to retain an actuary to determine the liabilities of the Plan, and to maintain or cause to
be maintained any or all appropriate records pertaining to the Plan or this the Plan;




     (f) Authority to perform or cause to be performed such further acts as it may deem to
be necessary, appropriate or convenient in the efficient administration of the Plan.



58









 





     16.4 Allocation and Delegation of Duties. The Pension Plan Committee may allocate its
fiduciary responsibilities among its members and may designate other persons to carry out fiduciary
and other responsibilities under the Plan. Pursuant to the authority conferred by this Section
16.4, the Pension Plan Committee may designate one or more Pension Benefits Representatives to
perform such functions as the Pension Plan Committee may prescribe.



     16.5 Expenses. All expenses of the Plan, including those incurred by the Pension Plan
Committee, shall be borne by the Plan, and paid out of the Trust Fund, unless the Company, Member
Company or Sponsor pays such expenses.



     16.6 Accrued Benefits. The Pension Plan Committee shall keep records of each
Participant’s accrued benefit under the Plan and shall notify each Participant annually of the then
current amount of such Participant’s accrued benefit. The Pension Plan Committee, in its
discretion, may delegate to another person or persons, including the Trustee, the duty to keep such
records and so notify such Participants subject to the control and supervision of the Pension Plan
Committee.



     16.7 Periodic Review. At periodic intervals, not less frequently than annually, the
Pension Plan Committee shall establish and review a funding policy and method consistent with the
objectives of the Plan and the requirements of the Employee Retirement Income Security Act of 1974,
and shall formulate guidelines for the carrying out of such funding policy and method.



     16.8 Investment Administration.




     (a) Pension Plan Committee. The Pension Plan Committee will have general
responsibility for maintaining relationships with the Trustee and Investment Managers;
selection and removal of the Trustee and Investment Managers; establishing and reviewing
general investment guidelines and policies; monitoring and evaluating the



59









 







performance of the Trustee and Investment Managers; establishing and implementing
policies and methods for funding the Plan consistent with the objectives of the Plan and the
requirements of law; and informing the Trustee about projected short-term and long-term
financial requirements and need for cash to make distributions.




     (b) Investment Managers. All contributions to the Trust Fund and earnings
thereon will be invested (a) by the Trustee alone or (b) pursuant to the instructions of an
Investment Manager. The Sponsor may enter into, or direct the Trustee to enter into, a
written agreement with one or more Investment Managers designated by the Pension Plan
Committee to manage the investments of specified portions of the Trust Fund. The Pension
Plan Committee may remove any such Investment Manager or any successor Investment Manager,
or direct the Trustee to do so, and any such Investment Manager may resign, upon giving
appropriate written notice thereof. Upon removal or resignation of an Investment Manager,
the Pension Plan Committee may appoint a successor Investment Manager.



     16.9 Compensation and Expenses of Fiduciaries. A fiduciary will be entitled to
receive any reasonable compensation for services rendered or for the reimbursement of expenses
properly and actually incurred in the performance of his or her duties under the Plan. However, a
fiduciary who already receives full-time pay from the Company or an Affiliated Company will receive
no compensation from the Plan, except for reimbursement of expenses properly and actually incurred.



60









 





ARTICLE XVII




AMENDMENT




     The Plan or any portion of the Plan may be amended at any time by action of the Board of
Directors. However, no amendment shall be made at any time, the effect of which would be:




     (a) To cause any assets of the Trust Fund, at any time prior to the satisfaction of all
liabilities with respect to participants and their beneficiaries in the Plan, to be used for
or diverted to purposes other than for the exclusive benefit of such participants and their
beneficiaries;




     (b) To increase the duties and liabilities of the Trustee without its written consent.




     (c) No amendment to the Plan shall have the effect of decreasing a Participant’s
accrued benefit (within the meaning of Section 411(d)(6) of the Code) with respect to
service performed prior to the effective date of the amendment.




     (d) No amendment to the Plan shall have the effect of eliminating or reducing an early
retirement benefit or a subsidy that continues after retirement, or eliminating an optional
form of benefit.



     Notwithstanding anything herein to the contrary, the Plan or any portion thereof may be
amended at any time, if necessary, to conform to the provisions of the Employee Retirement Income
Security Act of 1974 and the Internal Revenue Code or any amendment thereto or regulations issued
pursuant thereto. The Board of Directors may delegate its authority to amend the Plan, as set
forth herein, to any person, committee, or other entity, subject to such terms or limitations which
the Board, in its complete discretion, may impose.



61









 





     Effective August 9, 2006, in the event that the Plan is amended to include a vesting schedule
that is less favorable that the Plan’s previous vesting schedule, each Participant who has had his
Vesting Percentage computed under subsection the more favorable vesting schedule shall (i) have the
vesting percentage of his Accrued Benefit (accrued as of the date of the amendment) computed in
accordance with the vesting schedule prior to the amendment and (ii) have the vesting percentage of
his Accrued Benefit (accrued after the date of the amendment) computed in accordance with the
vesting schedule adopted by the amendment.



     If the Plan’s vesting schedule is amended or the Plan is amended in any way that directly or
indirectly affects the computation of a Participant’s nonforfeitable benefit, each Participant with
at least three (3) years of Cumulative Service with the Company may elect, within a reasonable
period after the adoption of the amendment or change, to have his nonforfeitable benefit computed
under the Plan without regard to such amendment or change. The period during which the election
may be made shall commence at the date the amendment is adopted or deemed to be made, and shall end
on the latest of:




	 	(A)	 	sixty (60) days after the amendment is adopted,
	 
	 	(B)	 	sixty (60) days after the amendment becomes effective, or
	 
	 	(C)	 	sixty (60) days after the Participant is issued
written notice of amendment by the Company.




62









 











ARTICLE XVIII




RIGHT TO DISCONTINUE OR TERMINATE;

ALLOCATION OF ASSETS UPON TERMINATION




     18.1 No Contractual Obligation. It is the expectation of the Member Companies that
they will continue the Plan indefinitely, but the continuance thereof is not assumed as a
contractual obligation by any Member Company or any Affiliated Company. The Plan or any portion
thereof may be discontinued or terminated at any time by action of the Board of Directors of the
Sponsor and any Member Company may discontinue or terminate its participation in the Plan.
Discontinuance or termination of the Plan or any portion thereof shall not have the effect of
revesting in any Member Company any part of the funds of the Trust Fund, except as provided in
Section 18.4.



     18.2 Vesting Upon Termination of Plan. In the event of a termination of the Plan
within the meaning of Section 411 of the Internal Revenue Code, the rights of all Plan participants
to benefits accrued, to the extent then funded (but subject to allocation and reallocation in
accordance with the provisions of Title IV of the Employee Retirement Income Security Act of 1974),
shall become fully vested. In the event of a partial termination of the Plan within the meaning of
Section 411 of the Internal Revenue Code, the rights of all affected Participants to benefits
accrued, to the extent then funded (but subject to allocation and reallocation, if required,
pursuant to the provisions of Title IV of the Employee Retirement Income Security Act of 1974)
shall become fully vested.



     18.3 Allocation of Assets Upon Plan Termination. Upon termination of the Plan, the
assets of the Plan, to the extent that they are sufficient after the payment of and reasonable
reserves for expenses of administration or liquidation of the Trust, shall be allocated for the



63









 







purpose of paying benefits to participants and their beneficiaries of the Plan in an order of
precedence consistent with the provisions of Section 4044 of the Employee Retirement Income
Security Act of 1974.



     18.4 Distribution of Residual Assets. Following termination, any residual assets of
the Plan shall be distributed to the Member Companies after all liabilities of the Plan to
participants and their beneficiaries of the Plan have been satisfied.



64









 





ARTICLE XIX




GENERAL MATTERS




     19.1 No Enlargement of Employee Rights. This Plan shall not be deemed to constitute a
contract between any Member Company and any Employee, or to be consideration for, or an inducement
to, or a condition of, the employment of any Employee. Nothing contained in this instrument or
otherwise in the Plan shall be deemed to give any Employee the right to be retained in the employ
of any Member Company or to interfere with the right of any Member Company to discharge or retire
any Employee at any time. No Employee, prior to his retirement under conditions of eligibility for
retirement income benefits or prior to his acquiring vested rights in benefits as provided in this
Plan shall have any right to or interest in any portion of any fund, other than as herein
specifically provided. No person shall have any right to retirement income benefits, except to the
extent provided herein.



     19.2 Benefits From Trust Fund. Any benefits payable under this Plan shall be paid or
provided for solely from the Trust Fund and the Member Companies assume no liability or
responsibility therefor. The Member Companies’ obligations hereunder are limited solely to the
making of contributions to the Trust Fund as provided for in this Plan. Member Companies may
suspend or discontinue contributions at any time whether or not benefits for service to the date of
suspension or discontinuance have been fully funded.



     19.3 No Alienation. None of the benefits, payments, proceeds, claims or rights of any
Participant, Joint Annuitant or Beneficiary hereunder shall be subject to any claims of any
creditor of any Participant, Joint Annuitant or Beneficiary and in particular the same shall not be
subject to attachment or garnishment or other legal process by any creditor of any Participant,
Joint Annuitant or Beneficiary nor shall any such Participant, Joint Annuitant or Beneficiary



65









 







have any right to alienate, anticipate, commute, pledge, encumber, or assign any claim or
right hereunder or any of the benefits or payments or proceeds which he may expect to receive,
contingent or otherwise, under the provisions hereof. The foregoing shall not apply to judgments,
orders and decrees, and settlement agreements to the extent permitted by Code Section 401(a)(13)(C)
and (D). In the event any person attempts to take any action contrary to this Section such action
shall be null and void and of no effect, and the Company, the Sponsor, the Pension Plan Committee,
the Trustee and all Participants, Joint Annuitants and beneficiaries shall disregard such action
and are not in any manner bound thereby, and they, and each of them, shall suffer no liability for
any such disregard thereof, and shall be reimbursed on demand out of the Trust Fund for the amount
of any loss, cost or expense incurred as a result of disregarding or of acting in disregard of such
action. Neither the provisions of this Section nor any other provision of this Plan (including but
not limited to provisions conferring rights on a Spouse) shall prohibit observance of a qualified
domestic relations order (as defined in Section 206(d) of the Employee Retirement Income Security
Act of 1974).



     19.4 Facility of Payment. If any payee under the Plan is a minor, or if the Pension
Plan Committee believes that any payee is legally incapable of giving a valid receipt or discharge
for any payment due him, the Pension Plan Committee may have such payment or any part thereof made
to the person (or persons or institution) whom it reasonably believes is caring for or supporting
such payee, unless it has received due notice of claim therefor from a duly appointed guardian or
committee of such payee. Any such payment shall be a payment for the account of such payee and
shall, to the extent thereof, be a complete discharge of any liability under the Plan of such
payee.



66









 





     19.5 Location of Payee. Benefits shall not be paid under this Plan until the
Participant or other person entitled to benefits hereunder shall have made application for such
benefits as provided in this instrument. If any such person, having so applied for benefits, shall
fail thereafter to give the Pension Plan Committee evidence satisfactory to the Pension Plan
Committee of his continued life and address, payment of benefits shall cease as of the last
payment, if any, known to have been received by the payee, and benefits shall not again commence to
be paid until application for benefits is again made in accordance with the provisions of this Plan
as then in effect. In no event shall a Participant or other person be entitled to receive any
amount with respect to any period prior to application for benefits in accordance with this Plan,
or with respect to any period between cessation of benefits and reapplication therefor, as provided
herein.



     19.6 Payment of Small Benefits.




     (a) Notwithstanding any provision in this instrument for the payment of monthly
benefits, if the monthly benefit which would be paid to any person under this Plan is less
than forty dollars ($40.00) and the present value of such benefit is not in excess of five
thousand dollars ($5,000), the Pension Plan Committee will pay one lump sum no later than
the close of the Plan Year following the Plan Year in which the termination or retirement
occurs, in lieu of monthly payments. No other benefits shall be payable to such person.




     (b) Notwithstanding subsection (a), if, at the distribution date, the present value of
the Accrued Benefit of a Participant (or a spouse or former spouse who is an alternate payee
under a qualified domestic relations order) exceeds $1,000 but does not exceed $5,000, such
present value shall not be distributed prior to the Participant reaching



67









 







age 65 without the consent of the distributee.




          The Participant or Beneficiary shall be given a notice of his or her right to receive
the present value of the vested benefit in a lump sum. The Participant or Beneficiary may
choose to have such distribution paid directly to an Eligible Retirement Plan (as defined in
Section 10.7) specified by the Participant or Beneficiary, no later than the close of the
Plan Year following the Plan Year in which the termination or retirement occurs. The
Participant or Beneficiary shall have at least thirty (30) but not more than ninety (90)
days from the date of such notice to elect to receive his benefit in a lump sum or a direct
rollover, and if so elected and paid, no other benefits shall be payable to such former
Participant or to his or her Beneficiaries.




          In the event that the distribute does not make an affirmative election to receive his
or her benefit in a lump sum or to have the benefit paid in a direct rollover pursuant to
Section 10.7:




     (1) If the Participant has not yet reached Normal Retirement Age, the
Participant’s benefit will remain in the Plan until the Participant makes an
affirmative election in accordance with the terms of the Plan or reaches Normal
Retirement Age or dies.




     (2) If the Beneficiary is the surviving spouse or a former spouse who is an
alternate payee under a qualified domestic relations order, the alternate payee’s
benefit will remain in the Plan until the alternate payee makes an affirmative
election in accordance with the terms of the Plan or the date the Participant
reaches Normal Retirement Age or dies.




     (3) If the Participant has reached Normal Retirement Age, the Plan the



68









 







benefit will remain in accordance with subsection (a).




     (4) If the Participant dies prior to receiving or commencing distribution of
his or her benefits, benefits will be paid as otherwise provided in this Plan,
subsection (a), and to the extent benefits are payable to a spouse or former spouse
who is an alternate payee under a qualified domestic relations order, subsection
(b).




     (c) For purposes of this Section, the present value of a benefit and the amount of a
lump sum payment shall be determined in accordance with Section 3.1(b).



     19.7 The Trust Agreement. All assets of the Plan shall be held in a Trust Fund or
Trust Funds by a Trustee or Trustees appointed by the Pension Plan Committee pursuant to a Trust
Agreement or Trust Agreements creating such Trust Fund or Trust Funds entered into between the
Pension Plan Committee and/or Sponsor and the Trustee or Trustees.



     19.8 Application of Forfeitures. Any forfeiture of benefits arising from termination
of employment, death, or otherwise prior to the termination of the Plan or the complete
discontinuance of contributions will be used to reduce Member Company contributions otherwise
payable under the Plan, and will not be used to increase Participants’ benefits.



     19.9 Irrevocability. The Member Companies shall have no right or title to, nor
interest in the contributions made to the Trust hereunder, nor shall any part of any funds held in
trust revert to the Member Companies except as follows:




     (a) If an amount is contributed under the Plan by the Member Companies pursuant to a
mistake of fact, the amount so contributed (subject to any depreciation or loss in the Trust
Fund attributable to such contribution) may be returned to the Member Companies within one
year of the date of such contribution, or



69









 






     (b) If any contribution which the Member Companies make under the Plan is conditioned
on initial qualification of the Plan under Code Section 401(a) and if initial qualification
of the Plan is denied, such contribution (subject to any depreciation or loss in the Trust
Fund attributable to such contribution) may be returned to the Member Companies within one
year after the date of denial of the Plan’s initial qualification provided the application
for qualification is made by the time prescribed by law for filing the Member Companies’ tax
return for the taxable year in which the Plan is adopted, or such later date as the
Secretary of the Treasury may prescribe, or




     (c) Any contribution which the Member Companies make under the Plan is conditioned upon
the deductibility of such contribution under Section 404 of the Code and, to the extent a
deduction therefor is disallowed, such contribution (subject to any depreciation or loss in
the Trust Fund attributable to such contribution) may be returned to the Member Companies
within one year after such disallowance, or




     (d) In the case of any residual assets remaining after satisfaction of all liabilities
of the Plan, a distribution may be made of such residual assets in accordance with the
provisions of Section 18.4.



     19.10 Merger Restriction. This Plan shall not in whole or in part merge or
consolidate with, or transfer its assets or liabilities to any other plan unless each affected
Participant in this Plan would (if the plan then terminated) be entitled to receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or greater than the
benefit he would have been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated).



70









 





     19.11 Article Headings. Article headings are for convenient reference only and shall
not be deemed to be a part of the substance of this instrument or in any way to enlarge or limit
the contents of any Article.



     19.12 Gender. Masculine gender shall include the feminine and the singular shall
include the plural unless the context clearly indicates otherwise.



     19.13 Amendments. All amendments to the Plan are effective only on the date on which
such amendments are adopted, unless a different effective date is expressly provided by resolution
of the Board of Directors of the Sponsor, or unless any such amendment shall by its own express
terms become effective at another date. Further, unless and to the extent expressly provided to
the contrary in the terms of any such amendment, such amendment shall not be construed to enlarge
the rights of any Participant or other person with respect to a Participant whose employment
terminated prior to the effective date of such amendment.



     19.14 Applicable Law. All legal questions pertaining to the Plan shall be determined
in accordance with applicable federal law and the laws of the State of Nevada to the extent not
preempted by federal law. All contributions made hereunder shall be deemed to have been made in
Nevada.



     19.15. Veterans’ Reemployment Rights. Notwithstanding any other provision in the Plan
to the contrary, contributions, benefits, and service credit with respect to qualified military
service shall be provided in accordance with Code section 414(u). The Sponsor shall notify the
Trustee of any Participant with respect to whom additional contributions are made because of
qualified military service.



71









 





ARTICLE XX




LIMITATIONS ON BENEFITS





	 	(a)	 	Notwithstanding any other provision of the Plan, the annual benefit to which a
Participant is entitled under the Plan shall not, in any limitation year, be in an
amount which would exceed the applicable limitations under Code section 415 and
regulations thereof, including, effective January 1, 2008, the final regulations
thereunder issued April 5, 2007. If the benefit payable under the Plan would (but for
this Section) exceed the limitations of Code section 415 by reason of a benefit payable
under another defined benefit plan aggregated with this Plan under Code section 415(f),
the benefit under this Plan shall be reduced only after all reductions have been made
under such other plan. As of January 1 of each calendar year, the dollar limitation as
determined by the Commissioner of Internal Revenue for that calendar year shall become
effective as the maximum permissible dollar amount of benefit payable under the Plan
during the limitation year ending within that calendar year.
	 
	 	 	 	The application of the provisions of this article shall not cause the maximum
permissible benefit for any Participant to be less than the Participant’s accrued
benefit under all the defined benefit plans of the Employer or a predecessor
employer as of the end of the last limitation year beginning before July 1, 2007
under provisions of the plans that were both adopted and in effect before April 5,
2007. The preceding sentence applies only if the provisions of such defined benefit
plans that were both adopted and in effect before April 5, 2007 satisfied




72









 






	 	 	 	the applicable requirements of statutory provisions, regulations, and other
published guidance relating to Code section 415 in effect as of the end of the last
limitation year beginning before July 1, 2007, as described in Section
1.415(a)-1(g)(4) of the Income Tax Regulations.






	 	(b)	 	The term “limitation year” is the 12-month period used for application of the
limitations under Code section 415 and, unless a different 12-month period has been
elected by the Employer in accordance with rules or regulations issued by the Internal
Revenue Service or the Department of Labor, shall be the Plan Year.
	 
	 	(c)	 	For purposes of applying the adjustments required under Code section 415(b)(2),
the “applicable interest rate” and “applicable mortality table” shall be determined as
provided in Section 3.1(b)(A) and (B).
	 
	 	(d)	 	For purposes of this Section compensation shall mean Section 415 Compensation
as defined in subsection (e).
	 
	 	(e)	 	Section 415 Compensation means the Participant’s wages, within the
meaning of Section 3401(a) of the Code and all other payments of compensation to the
Participant by the Employer (in the course of the Employer’s trade or business) for
which the Employer is required to furnish the Participant a written statement under
Sections 6041(d), 6051(a)(3) and 6052 of the Code plus amounts that would be included
in wages but for an election under Code section 125(a), 132(f)(4), 402(e)(3),
402(h)(1)(B), 402(k), or 457(b). Section 415 Compensation shall be determined without
regard to any rules that limit the remuneration included in wages based on the nature
or location of the employment or the services performed. Section 415 Compensation
shall not exceed the




73









 






	 	 	 	compensation limit prescribed under Code section 401(a)(17).






Compensation for a limitation year also shall include the following:




	 	(1)	 	Amounts earned but not paid during the limitation year solely
because of the timing of pay periods and pay dates, provided the amounts are
paid during the first few weeks of the next limitation year, the amounts are
included on a uniform and consistent basis with respect to all similarly
situated employees, and no compensation is included in more than one limitation
year.
	 
	 	(2)	 	Compensation paid by the later of 2 1/2 months after an
employee’s severance from employment with the employer maintaining the plan or
the end of the limitation year that includes the date of the employee’s
severance from employment with the employer maintaining the plan, if the
payment is regular compensation for services during the employee’s regular
working hours, or compensation for services outside the employee’s regular
working hours (such as overtime or shift differential), commissions, bonuses,
or other similar payments, and, absent a severance from employment, the
payments would have been paid to the employee while the employee continued in
employment with the employer.
	 
	 	 	 	Any payments not described above shall not be considered compensation if
paid after severance from employment, even if they are paid by the later of
2 1/2 months after the date of severance from employment or the end of the
limitation year that includes the date of severance from employment.




74









 











ARTICLE XXI




SPECIAL QUALIFICATION PROVISION





     (a) In the event of termination of this Plan, the benefit of any highly compensated
employee (as defined under Code Section 414(q)) and of any highly compensated former
employee is limited to a benefit that is nondiscriminatory under Code Section 401(a)(4).




     (b) In order to comply with this Section, the annual payments to a Participant
described in paragraph (c) below will be restricted to an amount equal in each year to—




     (i) The accrued benefit and other benefits to which the Participant is entitled
under the Plan (other than a social security supplement), and




     (ii) The amount of the payments that the Participant is entitled to receive
under a social security supplement.




     The restrictions in this paragraph (b) do not apply, however, if any one of the
following requirements is satisfied—




     (iii) After payment to a Participant described in subsection (c) hereof of all
benefits payable to the Participant under the Plan, the value of Plan assets equals
or exceeds 110 percent of the value of current liabilities, as defined in Code
Section 412(1)(7)),




     (iv) The value of the benefits payable to the Participant under the Plan for a
Participant described in subsection (c) hereof is less than one percent (1%) of the
value of current liabilities before distribution, or



75









 






     (v) The value of the benefits payable to the Participant under the Plan for a
Participant described in subsection (c) hereof does not exceed the amount described
in Code Section 411(a)(11)(A).




     (c) The Participants whose benefits are restricted on distribution under this
subsection include all highly compensated employees and highly compensated former employees;
provided, however, that in any one (1) year, the total number of Participants whose benefits
are subject to restrictions under this subsection is limited to the twenty-five (25) highly
compensated employees and highly compensated former employees with the greatest compensation
in the current or any prior Plan Year.




     (d) For purposes of this subsection, the term “benefit” includes, among other benefits,
any periodic income and any death benefits not provided by insurance on the Participant’s
life.




     (e) If it is determined that the provisions of this subsection are no longer necessary
to qualify this Plan under the Code, this Section shall automatically become inoperative and
of no effect.


IN WITNESS WHEREOF, this amended and restated Plan is hereby executed on the 12th day of June, 2009.




	 	 	 	 	 	 	 
	 	 	AMERICAN PACIFIC CORPORATION	 	 
	 
	 	 	 	 	 	 
	ATTEST: (SEAL)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ John R. Gibson	 	 
	 

	 	 	 	 	 	 





76









 





AMPAC FINE CHEMICALS LLC PENSION PLAN

FOR BARGAINING UNIT EMPLOYEES




APPENDIX A




	 	 	 
	EMPLOYEE UNIT:

	 	Ampac Fine Chemicals LLC

Sacramento, California

International Association of Machinists &

Aerospace Workers, Local #946






BENEFIT FACTOR:




	 	 	 
	Date of Last Employment	 	 
	in Employee Unit	 	Benefit Factor
	 
	 	 
	On or after December 1, 2005
And before June 15, 2007
	 	$53.00
	 
	 	 
	One or after June 15, 2007
	 	$58.00






77









 






SCHEDULE A-1




     Except as otherwise expressly provided in the Plan, if a Participant’s retirement income
commences prior to Normal Retirement Date the amount of retirement income otherwise payable shall
be reduced in accordance with this Schedule A, taking into account the number of years and full
calendar months by which the date of commencement of benefits precedes the Participant’s Normal
Retirement Date. The percentages shown in the table below represent the reduced percentage of the
monthly amount which would have been payable commencing at Normal Retirement Date. If a
Participant’s retirement income is to be paid in a form other than the form of a single life
annuity, the reduced percentage of retirement income determined from this Schedule A shall be
subject to further reduction as provided in this Plan.



78









 





SCHEDULE A-2




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Yr.	 	Mo.	 	%	 	Yr.	 	Mo.	 	%	 	Yr.	 	Mo.	 	%	 	Yr.	 	Mo.	 	%
	0
	 	1	 	99.4	 	 	 	7	 	82.6	 	5	 	1	 	69.3	 	 	 	7	 	58.9
	 
	 	2	 	98.8	 	 	 	8	 	82.1	 	 	 	2	 	69.0	 	 	 	8	 	58.6
	 
	 	3	 	98.2	 	 	 	9	 	81.6	 	 	 	3	 	68.6	 	 	 	9	 	58.2
	 
	 	4	 	97.6	 	 	 	10	 	81.1	 	 	 	4	 	68.2	 	 	 	10	 	57.9
	 
	 	5	 	97.0	 	 	 	11	 	80.6	 	 	 	5	 	67.8	 	 	 	11	 	57.6
	 
	 	6	 	96.3	 	 	 	12	 	80.1	 	 	 	6	 	67.4	 	 	 	12	 	57.3
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	7	 	95.7	 	3	 	1	 	79.6	 	 	 	7	 	67.1	 	8	 	1	 	57.0
	 
	 	8	 	95.1	 	 	 	2	 	79.2	 	 	 	8	 	66.7	 	 	 	2	 	56.7
	 
	 	9	 	94.5	 	 	 	3	 	78.7	 	 	 	9	 	66.3	 	 	 	3	 	56.4
	 
	 	10	 	93.9	 	 	 	4	 	78.3	 	 	 	10	 	66.0	 	 	 	4	 	56.1
	 
	 	11	 	93.3	 	 	 	5	 	77.8	 	 	 	11	 	65.6	 	 	 	5	 	55.8
	 
	 	12	 	92.7	 	 	 	6	 	77.3	 	 	 	12	 	65.2	 	 	 	6	 	55.5
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1
	 	1	 	92.2	 	 	 	7	 	76.9	 	6	 	1	 	64.9	 	 	 	7	 	55.3
	 
	 	2	 	91.6	 	 	 	8	 	76.4	 	 	 	2	 	64.5	 	 	 	8	 	55.0
	 
	 	3	 	91.0	 	 	 	9	 	76.0	 	 	 	3	 	64.2	 	 	 	9	 	54.7
	 
	 	4	 	90.5	 	 	 	10	 	75.5	 	 	 	4	 	63.8	 	 	 	10	 	54.4
	 
	 	5	 	90.0	 	 	 	11	 	75.1	 	 	 	5	 	63.5	 	 	 	11	 	54.1
	 
	 	6	 	89.4	 	 	 	12	 	74.6	 	 	 	6	 	63.1	 	 	 	12	 	53.8
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	7	 	88.8	 	4	 	1	 	74.2	 	 	 	7	 	62.8	 	9	 	1	 	53.5
	 
	 	8	 	88.3	 	 	 	2	 	73.8	 	 	 	8	 	62.5	 	 	 	2	 	53.3
	 
	 	9	 	87.8	 	 	 	3	 	73.4	 	 	 	9	 	62.1	 	 	 	3	 	53.0
	 
	 	10	 	87.2	 	 	 	4	 	73.0	 	 	 	10	 	61.8	 	 	 	4	 	52.7
	 
	 	11	 	86.6	 	 	 	5	 	72.6	 	 	 	11	 	61.4	 	 	 	5	 	52.5
	 
	 	12	 	86.1	 	 	 	6	 	72.1	 	 	 	12	 	61.1	 	 	 	6	 	52.2
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2
	 	1	 	85.6	 	 	 	7	 	71.7	 	7	 	1	 	60.8	 	 	 	7	 	51.9
	 
	 	2	 	85.1	 	 	 	8	 	71.3	 	 	 	2	 	60.5	 	 	 	8	 	51.7
	 
	 	3	 	84.6	 	 	 	9	 	70.9	 	 	 	3	 	60.1.	 	 	 	9	 	51.4
	 
	 	4	 	84.1	 	 	 	10	 	70.5	 	 	 	4	 	59.8	 	 	 	10	 	51.1
	 
	 	5	 	83.6	 	 	 	11	 	70.1	 	 	 	5	 	59.5	 	 	 	11	 	50.9
	 
	 	6	 	83.1	 	 	 	12	 	69.7	 	 	 	6	 	59.2	 	 	 	12	 	50.6






79









 





SCHEDULE B -1




     If a Participant’s benefit is payable in the form of a joint and survivor annuity providing
for a “reduced” monthly benefit to the Participant for his lifetime, with fifty percent (50%) of
such amount to continue to be paid to another person after his death for such other person’s
lifetime, the “reduced” monthly amount shall be determined from the table below, taking into
account (a) the age of the Participant upon commencement of benefits, and (b) the age of the spouse
or other contingent annuitant when benefits commence for the Participant. The percentages shown in
the table below represent the percentage of the monthly amount which would have been payable in
single life annuity form (after any reduction required by the Plan to reflect the commencement of
benefits prior to Normal Retirement Date).



80









 





SCHEDULE B -2




Age of Participant




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	55	 	56	 	57	 	58	 	59	 	60	 	61	 	62	 	63	 	64	 	65	 	66	 	67	 	68	 	69	 	70
	40
	 	 	90.7	 	 	 	90.0	 	 	 	89.3	 	 	 	88.6	 	 	 	87.9	 	 	 	87.1	 	 	 	86.2	 	 	 	85.3	 	 	 	84.4	 	 	 	83.4	 	 	 	82.4	 	 	 	81.3	 	 	 	80.2	 	 	 	79.1	 	 	 	77.9	 	 	 	76.7	 
	41
	 	 	91.0	 	 	 	90.4	 	 	 	89.6	 	 	 	89.0	 	 	 	88.2	 	 	 	87.5	 	 	 	86.6	 	 	 	85.7	 	 	 	84.8	 	 	 	83.9	 	 	 	82.8	 	 	 	81.8	 	 	 	80.7	 	 	 	79.6	 	 	 	78.4	 	 	 	77.2	 
	42
	 	 	91.3	 	 	 	90.7	 	 	 	90.1	 	 	 	89.3	 	 	 	88.6	 	 	 	87.8	 	 	 	87.0	 	 	 	86.2	 	 	 	85.2	 	 	 	84.3	 	 	 	83.3	 	 	 	82.2	 	 	 	81.2	 	 	 	80.1	 	 	 	78.9	 	 	 	77.7	 
	43
	 	 	91.6	 	 	 	91.1	 	 	 	90.4	 	 	 	89.8	 	 	 	89.0	 	 	 	88.2	 	 	 	87.4	 	 	 	86.6	 	 	 	85.7	 	 	 	84.7	 	 	 	83.7	 	 	 	82.7	 	 	 	81.6	 	 	 	80.6	 	 	 	79.4	 	 	 	78.2	 
	44
	 	 	92.0	 	 	 	91.4	 	 	 	90.8	 	 	 	90.1	 	 	 	89.4	 	 	 	88.6	 	 	 	87.9	 	 	 	87.0	 	 	 	86.2	 	 	 	85.2	 	 	 	84.2	 	 	 	83.2	 	 	 	82.2	 	 	 	81.0	 	 	 	79.9	 	 	 	78.8	 
	45
	 	 	92.4	 	 	 	91.8	 	 	 	91.1	 	 	 	90.5	 	 	 	89.8	 	 	 	89.1	 	 	 	88.3	 	 	 	87.5	 	 	 	86.6	 	 	 	85.7	 	 	 	84.8	 	 	 	83.7	 	 	 	82.6	 	 	 	81.6	 	 	 	80.4	 	 	 	79.3	 
	46
	 	 	92.7	 	 	 	92.1	 	 	 	91.6	 	 	 	90.9	 	 	 	90.3	 	 	 	89.5	 	 	 	88.8	 	 	 	87.9	 	 	 	87.1	 	 	 	86.1	 	 	 	85.3	 	 	 	84.3	 	 	 	83.1	 	 	 	82.1	 	 	 	81.0	 	 	 	79.8	 
	47
	 	 	93.1	 	 	 	92.5	 	 	 	91.9	 	 	 	91.3	 	 	 	90.6	 	 	 	90.0	 	 	 	89.2	 	 	 	88.4	 	 	 	87.5	 	 	 	86.6	 	 	 	85.7	 	 	 	84.8	 	 	 	83.7	 	 	 	82.6	 	 	 	81.5	 	 	 	80.4	 
	48
	 	 	93.5	 	 	 	92.9	 	 	 	92.3	 	 	 	91.7	 	 	 	91.1	 	 	 	90.3	 	 	 	89.7	 	 	 	88.9	 	 	 	88.1	 	 	 	87.1	 	 	 	86.2	 	 	 	85.2	 	 	 	84.3	 	 	 	83.2	 	 	 	82.1	 	 	 	81.0	 
	49
	 	 	93.8	 	 	 	93.3	 	 	 	92.7	 	 	 	92.1	 	 	 	91.5	 	 	 	90.8	 	 	 	90.0	 	 	 	89.3	 	 	 	88.5	 	 	 	87.7	 	 	 	86.7	 	 	 	85.8	 	 	 	84.7	 	 	 	83.8	 	 	 	82.7	 	 	 	81.5	 
	50
	 	 	94.1	 	 	 	93.6	 	 	 	93.1	 	 	 	92.5	 	 	 	91.9	 	 	 	91.2	 	 	 	90.5	 	 	 	89.7	 	 	 	89.0	 	 	 	88.2	 	 	 	87.3	 	 	 	86.3	 	 	 	85.3	 	 	 	84.3	 	 	 	83.3	 	 	 	82.2	 
	51
	 	 	94.4	 	 	 	93.9	 	 	 	93.4	 	 	 	92.9	 	 	 	92.3	 	 	 	91.6	 	 	 	90.9	 	 	 	90.2	 	 	 	89.4	 	 	 	88.6	 	 	 	87.8	 	 	 	86.9	 	 	 	85.8	 	 	 	84.9	 	 	 	83.8	 	 	 	82.9	 
	52
	 	 	94.8	 	 	 	94.3	 	 	 	93.8	 	 	 	93.2	 	 	 	92.7	 	 	 	92.0	 	 	 	91.4	 	 	 	90.7	 	 	 	89.9	 	 	 	89.1	 	 	 	88.3	 	 	 	87.4	 	 	 	86.5	 	 	 	85.4	 	 	 	84.4	 	 	 	83.4	 
	53
	 	 	95.0	 	 	 	94.6	 	 	 	94.1	 	 	 	93.6	 	 	 	93.0	 	 	 	92.5	 	 	 	91.8	 	 	 	91.1	 	 	 	90.4	 	 	 	89.6	 	 	 	88.7	 	 	 	87.9	 	 	 	87.0	 	 	 	86.1	 	 	 	85.0	 	 	 	84.0	 
	54
	 	 	95.3	 	 	 	94.9	 	 	 	94.5	 	 	 	94.0	 	 	 	93.4	 	 	 	92.8	 	 	 	92.3	 	 	 	91.5	 	 	 	90.8	 	 	 	90.1	 	 	 	89.3	 	 	 	88.4	 	 	 	87.6	 	 	 	86.6	 	 	 	85.7	 	 	 	84.6	 
	55
	 	 	95.6	 	 	 	95.2	 	 	 	94.8	 	 	 	94.3	 	 	 	93.8	 	 	 	93.2	 	 	 	92.6	 	 	 	92.0	 	 	 	91.3	 	 	 	90.5	 	 	 	89.8	 	 	 	89.0	 	 	 	88.0	 	 	 	87.2	 	 	 	86.3	 	 	 	85.3	 
	56
	 	 	95.9	 	 	 	95.5	 	 	 	95.1	 	 	 	94.6	 	 	 	94.2	 	 	 	93.6	 	 	 	93.0	 	 	 	92.4	 	 	 	91.8	 	 	 	91.0	 	 	 	90.3	 	 	 	89.5	 	 	 	88.7	 	 	 	87.7	 	 	 	86.9	 	 	 	86.0	 
	57
	 	 	96.1	 	 	 	95.8	 	 	 	95.4	 	 	 	94.9	 	 	 	94.5	 	 	 	94.0	 	 	 	93.4	 	 	 	92.8	 	 	 	92.2	 	 	 	91.5	 	 	 	90.8	 	 	 	90.0	 	 	 	89.2	 	 	 	88.4	 	 	 	87.4	 	 	 	86.6	 
	58
	 	 	96.4	 	 	 	96.0	 	 	 	95.7	 	 	 	95.2	 	 	 	94.8	 	 	 	94.3	 	 	 	93.8	 	 	 	93.2	 	 	 	92.6	 	 	 	92.0	 	 	 	91.3	 	 	 	90.5	 	 	 	89.7	 	 	 	88.9	 	 	 	88.1	 	 	 	87.2	 
	59
	 	 	96.6	 	 	 	96.3	 	 	 	95.9	 	 	 	95.6	 	 	 	95.1	 	 	 	94.6	 	 	 	94.2	 	 	 	93.7	 	 	 	93.0	 	 	 	92.4	 	 	 	91.8	 	 	 	91.1	 	 	 	90.3	 	 	 	89.5	 	 	 	88.7	 	 	 	87.9	 
	60
	 	 	96.9	 	 	 	96.6	 	 	 	96.2	 	 	 	95.8	 	 	 	95.5	 	 	 	95.0	 	 	 	94.5	 	 	 	94.0	 	 	 	93.5	 	 	 	92.9	 	 	 	92.3	 	 	 	91.6	 	 	 	90.9	 	 	 	90.1	 	 	 	89.3	 	 	 	88.5	 
	61
	 	 	97.0	 	 	 	96.8	 	 	 	96.5	 	 	 	96.2	 	 	 	95.7	 	 	 	95.4	 	 	 	94.9	 	 	 	94.4	 	 	 	93.9	 	 	 	93.4	 	 	 	92.7	 	 	 	92.1	 	 	 	91.4	 	 	 	90.8	 	 	 	90.0	 	 	 	89.2	 
	62
	 	 	97.3	 	 	 	97.0	 	 	 	96.8	 	 	 	96.4	 	 	 	96.1	 	 	 	95.6	 	 	 	95.3	 	 	 	94.8	 	 	 	94.3	 	 	 	93.8	 	 	 	93.3	 	 	 	92.6	 	 	 	92.0	 	 	 	91.3	 	 	 	90.7	 	 	 	89.9	 
	63
	 	 	97.5	 	 	 	97.3	 	 	 	96.9	 	 	 	96.7	 	 	 	96.4	 	 	 	96.0	 	 	 	95.6	 	 	 	95.2	 	 	 	94.7	 	 	 	94.3	 	 	 	93.7	 	 	 	93.2	 	 	 	92.6	 	 	 	91.9	 	 	 	91.3	 	 	 	90.6	 
	64
	 	 	97.8	 	 	 	97.5	 	 	 	97.2	 	 	 	96.9	 	 	 	96.7	 	 	 	96.4	 	 	 	96.0	 	 	 	95.6	 	 	 	95.2	 	 	 	94.7	 	 	 	94.2	 	 	 	93.7	 	 	 	93.2	 	 	 	92.5	 	 	 	91.9	 	 	 	91.2	 
	65
	 	 	98.0	 	 	 	97.8	 	 	 	97.5	 	 	 	97.3	 	 	 	96.9	 	 	 	96.7	 	 	 	96.4	 	 	 	96.0	 	 	 	95.6	 	 	 	95.2	 	 	 	94.7	 	 	 	94.2	 	 	 	93.7	 	 	 	93.2	 	 	 	92.5	 	 	 	91.9	 
	66
	 	 	98.1	 	 	 	98.0	 	 	 	97.8	 	 	 	97.5	 	 	 	97.3	 	 	 	97.0	 	 	 	96.8	 	 	 	96.4	 	 	 	96.1	 	 	 	95.6	 	 	 	95.2	 	 	 	94.7	 	 	 	94.2	 	 	 	93.7	 	 	 	93.2	 	 	 	92.5	 
	67
	 	 	98.3	 	 	 	98.1	 	 	 	98.1	 	 	 	97.9	 	 	 	97.5	 	 	 	97.3	 	 	 	97.0	 	 	 	96.8	 	 	 	96.4	 	 	 	96.1	 	 	 	95.8	 	 	 	95.2	 	 	 	94.7	 	 	 	94.3	 	 	 	93.7	 	 	 	93.3	 
	68
	 	 	98.6	 	 	 	98.3	 	 	 	98.2	 	 	 	98.1	 	 	 	97.9	 	 	 	97.6	 	 	 	97.3	 	 	 	97.0	 	 	 	96.8	 	 	 	96.5	 	 	 	96.1	 	 	 	95.6	 	 	 	95.3	 	 	 	94.8	 	 	 	94.3	 	 	 	93.8	 
	69
	 	 	98.7	 	 	 	98.6	 	 	 	98.4	 	 	 	98.2	 	 	 	98.1	 	 	 	97.9	 	 	 	97.6	 	 	 	97.4	 	 	 	97.1	 	 	 	96.8	 	 	 	96.5	 	 	 	96.1	 	 	 	95.7	 	 	 	95.3	 	 	 	94.9	 	 	 	94.4	 
	70
	 	 	98.9	 	 	 	98.7	 	 	 	98.6	 	 	 	98.4	 	 	 	98.2	 	 	 	98.2	 	 	 	98.0	 	 	 	97.6	 	 	 	97.4	 	 	 	97.1	 	 	 	96.9	 	 	 	96.5	 	 	 	96.2	 	 	 	95.8	 	 	 	95.4	 	 	 	95.0	 






81









 





SCHEDULE C-1




          If a Participant’s benefit is payable in the form of a joint and survivor annuity providing
for a “reduced” monthly benefit to the Participant for his lifetime, with one hundred percent
(100%) of such amount to continue to be paid to another person after his death for such other
person’s lifetime, the “reduced” monthly amount shall be determined from the table below, taking
into account (a) the age of the Participant upon commencement of benefits, and (b) the age of the
spouse or other contingent annuitant when benefits commence for the Participant. The percentages
shown in the table below represent the percentage of the monthly amount which would have been
payable in single life annuity form (after any reduction required by this Plan to reflect the
commencement of benefits prior to Normal Retirement Date).




82









 





SCHEDULE C-2




Age of Participant




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	55	 	56	 	57	 	58	 	59	 	60	 	61	 	62	 	63	 	64	 	65	 	66	 	67	 	68	 	69	 	70
	40
	 	 	82.8	 	 	 	81.4	 	 	 	80.3	 	 	 	79.0	 	 	 	77.9	 	 	 	76.6	 	 	 	75.1	 	 	 	73.8	 	 	 	72.4	 	 	 	70.9	 	 	 	69.4	 	 	 	67.8	 	 	 	66.2	 	 	 	64.6	 	 	 	63.0	 	 	 	61.3	 
	41
	 	 	83.2	 	 	 	82.1	 	 	 	80.8	 	 	 	79.7	 	 	 	78.4	 	 	 	77.2	 	 	 	75.9	 	 	 	74.4	 	 	 	73.0	 	 	 	71.5	 	 	 	70.0	 	 	 	68.5	 	 	 	66.9	 	 	 	65.2	 	 	 	63.6	 	 	 	61.9	 
	42
	 	 	83.7	 	 	 	82.6	 	 	 	81.5	 	 	 	80.2	 	 	 	79.0	 	 	 	77.7	 	 	 	76.5	 	 	 	75.1	 	 	 	73.6	 	 	 	72.1	 	 	 	70.7	 	 	 	69.0	 	 	 	67.5	 	 	 	65.9	 	 	 	64.2	 	 	 	62.5	 
	43
	 	 	84.2	 	 	 	83.2	 	 	 	82.1	 	 	 	81.0	 	 	 	79.6	 	 	 	78.4	 	 	 	77.1	 	 	 	75.8	 	 	 	74.4	 	 	 	72.8	 	 	 	71.3	 	 	 	69.8	 	 	 	68.1	 	 	 	66.6	 	 	 	64.9	 	 	 	63.2	 
	44
	 	 	84.9	 	 	 	83.8	 	 	 	82.7	 	 	 	81.6	 	 	 	80.4	 	 	 	79.0	 	 	 	77.8	 	 	 	76.4	 	 	 	75.1	 	 	 	73.6	 	 	 	72.0	 	 	 	70.4	 	 	 	68.9	 	 	 	67.2	 	 	 	65.6	 	 	 	63.9	 
	45
	 	 	85.5	 	 	 	84.5	 	 	 	83.3	 	 	 	82.2	 	 	 	81.0	 	 	 	79.8	 	 	 	78.4	 	 	 	77.1	 	 	 	75.7	 	 	 	74.3	 	 	 	72.8	 	 	 	71.1	 	 	 	69.5	 	 	 	68.0	 	 	 	66.3	 	 	 	64.7	 
	46
	 	 	86.1	 	 	 	85.0	 	 	 	84.0	 	 	 	82.8	 	 	 	81.7	 	 	 	80.5	 	 	 	79.2	 	 	 	77.8	 	 	 	76.4	 	 	 	74.9	 	 	 	73.5	 	 	 	72.0	 	 	 	70.3	 	 	 	68.6	 	 	 	67.1	 	 	 	65.3	 
	47
	 	 	86.7	 	 	 	85.7	 	 	 	84.6	 	 	 	83.6	 	 	 	82.3	 	 	 	81.2	 	 	 	79.9	 	 	 	78.6	 	 	 	77.1	 	 	 	75.7	 	 	 	74.2	 	 	 	72.7	 	 	 	71.1	 	 	 	69.4	 	 	 	67.8	 	 	 	66.2	 
	48
	 	 	87.4	 	 	 	86.3	 	 	 	85.3	 	 	 	84.2	 	 	 	83.1	 	 	 	81.8	 	 	 	80.8	 	 	 	79.3	 	 	 	78.0	 	 	 	76.4	 	 	 	75.0	 	 	 	73.4	 	 	 	71.9	 	 	 	70.3	 	 	 	68.5	 	 	 	66.9	 
	49
	 	 	87.9	 	 	 	87.0	 	 	 	85.9	 	 	 	84.8	 	 	 	83.7	 	 	 	82.6	 	 	 	81.3	 	 	 	80.1	 	 	 	78.7	 	 	 	77.3	 	 	 	75.7	 	 	 	74.2	 	 	 	72.6	 	 	 	71.1	 	 	 	69.5	 	 	 	67.7	 
	50
	 	 	88.5	 	 	 	87.5	 	 	 	86.6	 	 	 	85.5	 	 	 	84.4	 	 	 	83.2	 	 	 	82.1	 	 	 	80.7	 	 	 	79.4	 	 	 	78.0	 	 	 	76.6	 	 	 	75.0	 	 	 	73.4	 	 	 	71.8	 	 	 	70.3	 	 	 	68.6	 
	51
	 	 	89.0	 	 	 	88.1	 	 	 	87.2	 	 	 	86.2	 	 	 	85.1	 	 	 	83.9	 	 	 	82.7	 	 	 	81.5	 	 	 	80.1	 	 	 	78.8	 	 	 	77.4	 	 	 	75.9	 	 	 	74.2	 	 	 	72.7	 	 	 	71.0	 	 	 	69.5	 
	52
	 	 	89.7	 	 	 	88.7	 	 	 	87.8	 	 	 	86.8	 	 	 	85.8	 	 	 	84.6	 	 	 	83.5	 	 	 	82.2	 	 	 	80.9	 	 	 	79.5	 	 	 	78.2	 	 	 	76.7	 	 	 	75.2	 	 	 	73.5	 	 	 	71.9	 	 	 	70.2	 
	53
	 	 	90.1	 	 	 	89.4	 	 	 	88.4	 	 	 	87.4	 	 	 	86.4	 	 	 	85.4	 	 	 	84.2	 	 	 	82.9	 	 	 	81.7	 	 	 	80.4	 	 	 	78.9	 	 	 	77.5	 	 	 	76.0	 	 	 	74.4	 	 	 	72.7	 	 	 	71.2	 
	54
	 	 	90.6	 	 	 	89.8	 	 	 	89.1	 	 	 	88.1	 	 	 	87.1	 	 	 	86.0	 	 	 	85.0	 	 	 	83.7	 	 	 	82.4	 	 	 	81.1	 	 	 	79.7	 	 	 	78.2	 	 	 	76.8	 	 	 	75.3	 	 	 	73.7	 	 	 	72.0	 
	55
	 	 	91.1	 	 	 	90.4	 	 	 	89.5	 	 	 	88.7	 	 	 	87.7	 	 	 	86.7	 	 	 	85.6	 	 	 	84.5	 	 	 	83.2	 	 	 	81.9	 	 	 	80.5	 	 	 	79.1	 	 	 	77.6	 	 	 	76.2	 	 	 	74.6	 	 	 	73.1	 
	56
	 	 	91.7	 	 	 	90.9	 	 	 	90.1	 	 	 	89.2	 	 	 	88.4	 	 	 	87.3	 	 	 	86.2	 	 	 	85.1	 	 	 	84.0	 	 	 	82.6	 	 	 	81.3	 	 	 	79.9	 	 	 	78.5	 	 	 	77.0	 	 	 	75.5	 	 	 	74.0	 
	57
	 	 	92.1	 	 	 	91.4	 	 	 	90.6	 	 	 	89.8	 	 	 	88.9	 	 	 	88.0	 	 	 	86.9	 	 	 	85.8	 	 	 	84.7	 	 	 	83.5	 	 	 	82.1	 	 	 	80.8	 	 	 	79.4	 	 	 	78.0	 	 	 	76.4	 	 	 	74.9	 
	58
	 	 	92.6	 	 	 	91.8	 	 	 	91.2	 	 	 	90.3	 	 	 	89.5	 	 	 	88.6	 	 	 	87.7	 	 	 	86.5	 	 	 	85.4	 	 	 	84.2	 	 	 	83.0	 	 	 	81.6	 	 	 	80.2	 	 	 	78.8	 	 	 	77.4	 	 	 	75.8	 
	59
	 	 	93.1	 	 	 	92.4	 	 	 	91.6	 	 	 	90.9	 	 	 	90.0	 	 	 	89.2	 	 	 	88.2	 	 	 	87.3	 	 	 	86.1	 	 	 	85.0	 	 	 	83.8	 	 	 	82.6	 	 	 	81.1	 	 	 	79.8	 	 	 	78.3	 	 	 	76.9	 
	60
	 	 	93.5	 	 	 	92.9	 	 	 	92.2	 	 	 	91.4	 	 	 	90.7	 	 	 	89.8	 	 	 	88.9	 	 	 	87.9	 	 	 	87.0	 	 	 	85.8	 	 	 	84.6	 	 	 	83.4	 	 	 	82.2	 	 	 	80.7	 	 	 	79.3	 	 	 	77.9	 
	61
	 	 	93.8	 	 	 	93.4	 	 	 	92.7	 	 	 	92.0	 	 	 	91.1	 	 	 	90.4	 	 	 	89.5	 	 	 	88.6	 	 	 	87.6	 	 	 	86.7	 	 	 	85.4	 	 	 	84.3	 	 	 	83.0	 	 	 	81.8	 	 	 	80.3	 	 	 	78.9	 
	62
	 	 	94.3	 	 	 	93.7	 	 	 	93.2	 	 	 	92.5	 	 	 	91.8	 	 	 	91.0	 	 	 	90.2	 	 	 	89.3	 	 	 	88.3	 	 	 	87.3	 	 	 	86.4	 	 	 	85.2	 	 	 	84.0	 	 	 	82.7	 	 	 	81.5	 	 	 	80.0	 
	63
	 	 	94.6	 	 	 	94.2	 	 	 	93.5	 	 	 	93.1	 	 	 	92.4	 	 	 	91.7	 	 	 	90.8	 	 	 	90.0	 	 	 	89.1	 	 	 	88.1	 	 	 	87.1	 	 	 	86.2	 	 	 	84.9	 	 	 	83.7	 	 	 	82.4	 	 	 	81.2	 
	64
	 	 	95.2	 	 	 	94.6	 	 	 	94.1	 	 	 	93.5	 	 	 	93.0	 	 	 	92.3	 	 	 	91.6	 	 	 	90.7	 	 	 	89.9	 	 	 	89.0	 	 	 	88.0	 	 	 	86.9	 	 	 	86.0	 	 	 	84.7	 	 	 	83.5	 	 	 	82.2	 
	65
	 	 	95.6	 	 	 	95.2	 	 	 	94.5	 	 	 	94.0	 	 	 	93.4	 	 	 	92.9	 	 	 	92.2	 	 	 	91.5	 	 	 	90.6	 	 	 	89.8	 	 	 	88.8	 	 	 	87.8	 	 	 	86.8	 	 	 	85.8	 	 	 	84.5	 	 	 	83.3	 
	66
	 	 	95.8	 	 	 	95.6	 	 	 	95.2	 	 	 	94.5	 	 	 	94.0	 	 	 	93.4	 	 	 	92.9	 	 	 	92.2	 	 	 	91.4	 	 	 	90.5	 	 	 	89.7	 	 	 	88.7	 	 	 	87.7	 	 	 	86.6	 	 	 	85.7	 	 	 	84.4	 
	67
	 	 	96.2	 	 	 	95.8	 	 	 	95.6	 	 	 	95.2	 	 	 	94.5	 	 	 	94.0	 	 	 	93.4	 	 	 	92.9	 	 	 	92.1	 	 	 	91.4	 	 	 	90.4	 	 	 	89.6	 	 	 	88.6	 	 	 	87.6	 	 	 	86.5	 	 	 	85.6	 
	68
	 	 	96.7	 	 	 	96.2	 	 	 	95.8	 	 	 	95.6	 	 	 	95.2	 	 	 	94.5	 	 	 	94.0	 	 	 	93.3	 	 	 	92.8	 	 	 	92.1	 	 	 	91.3	 	 	 	90.4	 	 	 	89.6	 	 	 	88.5	 	 	 	87.5	 	 	 	86.5	 
	69
	 	 	96.9	 	 	 	96.7	 	 	 	96.2	 	 	 	95.8	 	 	 	95.6	 	 	 	95.2	 	 	 	94.5	 	 	 	93.9	 	 	 	93.3	 	 	 	92.8	 	 	 	92.0	 	 	 	91.2	 	 	 	90.3	 	 	 	89.5	 	 	 	88.5	 	 	 	87.5	 
	70
	 	 	97.3	 	 	 	96.9	 	 	 	96.7	 	 	 	96.2	 	 	 	95.8	 	 	 	95.6	 	 	 	95.1	 	 	 	94.4	 	 	 	93.9	 	 	 	93.3	 	 	 	92.8	 	 	 	92.0	 	 	 	91.2	 	 	 	90.3	 	 	 	89.5	 	 	 	88.5	 







83