exv10w2






Exhibit 10.2




THE 2009 BENEFIT RESTORATION PLAN




FOR THE GENCORP INC. 401(k) PLAN




Effective January 1, 2009




PURPOSE




     The 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan (the “Plan”) was
established to provide restored benefits solely related to the statutory limits imposed on the
benefits accrued under the GenCorp Retirement Savings Plan (“Savings Plan”). This Plan is
effective January 1, 2009, unless specifically stated otherwise in the Plan with respect to a
specific provision.



     The Plan is a successor plan to the Benefit Restoration Plan for Salaried Employees of GenCorp
Inc. and Certain Subsidiary Companies, as amended (the “Prior Plan”), which was originally
established effective as of December 1, 1982. Between January 1, 2005 and December 31, 2008, the
Plan operated in good faith compliance with the guidance issued under Internal Revenue Code Section
409A.



     For the purposes of this Plan, all references to the Prior Plan shall only be to those amounts
in the Prior Plan that were contributed because of statutory limits applied to certain employees
participating in the Savings Plan. Effective December 31, 2004, the Prior Plan was frozen and no
new benefits shall be earned or vest under it; provided, however, that any benefits earned and
vested under the Prior Plan before January 1, 2005, shall continue to be governed by the terms and
conditions of the Prior Plan as in effect on December 31, 2004, or on the date of any later
amendment, provided that any amendment after October 3, 2004, is not a material modification of the
Prior Plan under Section 409A of the Code and regulations promulgated thereunder. Any benefits
earned and vested under the Prior Plan after December 31, 2004, are deemed to have been earned and
vested under this Plan.



     The Plan is intended to be a plan which is unfunded and maintained primarily for the purpose
of providing deferred compensation for a select group of management or highly compensated employees
within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.



     The Plan is further intended to comply with the requirements of Code Section 409A, and the
Treasury regulations issued thereunder, and shall be administered and interpreted in a manner
consistent therewith.



     The terms and provisions of this Plan are as follows:



 









 





SECTION 1




DEFINITIONS




     Any capitalized word or phrase used in the Plan that is not defined in this Plan, but is used
in the Savings Plan shall have the meaning it has in the Savings Plan in which a Participant
hereunder has accrued a benefit.



     1.1 “Account” means, for accounting and computational purposes only, the account established
and maintained by the Company on behalf of each Participant, which will reflect: (a) the amounts
credited pursuant to Section 3, and (b) any distribution made to the Participant in accordance
with Section 5. The account will not reflect any amounts under the Prior Plan.



     1.2 “Administrative Committee” means the Administrative Committee as appointed by the Board
of the Company.



     1.3 “Beneficiary” means a beneficiary or beneficiaries designated by a Participant in
writing on the form prescribed by the Company (or its designee), in its sole discretion, and
delivered to the Company (or its designee) prior to the Participant’s death. In the absence of
one or more Beneficiaries named in accordance with the foregoing sentence, the Beneficiary for a
Participant’s benefits under this Plan shall be the beneficiary or beneficiaries determined under
the Savings Plan for death benefits payable thereunder.



     1.4 “Board” shall mean the Board of Directors of the Company.



     1.5 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to Section
409A of the Code shall include reference to the Treasury Regulations thereunder.



     1.6 “Company” means GenCorp Inc., an Ohio corporation.



     1.7 “Compensation” means the definition of Compensation used in the Savings Plan for the
purpose of determining which monies can be deferred to the Savings Plan.



     1.8 “Compensation Committee” means the Organization and Compensation Committee appointed by
the Board.



     1.9 “Employee” means an employee of an Employer on or after the date such Employer becomes a
Member Company.



     1.10 “Employer” means the Company and each entity that is treated with the Company as a
single “service recipient” under Treasury Regulations Section 1.409A-1(h)(3), except that
“greater than 50 percent” shall be used instead of “at least 80 percent” in each place it appears
in Code Sections 1563(a)(1), (2), and (3).



     1.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as presently in
effect or as hereafter amended.



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     1.12 “Member Company” means the Company, Aerojet-General Corporation, and any of their
subsidiaries which the Compensation Committee designates, in its sole discretion, as a Member
Company.



     1.13 “Participant” means an Employee who meets the eligibility requirements for
participation in the Plan as set forth in Section 2 and who has accrued, or is deemed to have
accrued, any benefits under this Plan, unless and until such benefits are forfeited or
distributed in full in accordance with the terms and conditions of the Plan.



     1.14 “Plan” means the plan set forth in this instrument and known as the “2009 Benefit
Restoration Plan for the GenCorp 401(k) Plan,” as it may be amended from time to time.



     1.15 “Plan Year” means the calendar year.



     1.16 “Salary Deferral Agreement” means a written agreement in the form prescribed by the
Administrative Committee by which a Participant may elect to defer a portion of such
Participant’s Compensation in the such amounts and by such procedures as set forth by the
Administrative Committee, in its sole discretion, and consistent with the terms of this Plan and
Section 409A of the Code.



     1.17 “Savings Plan” means the GenCorp Retirement Savings Plan, as it may be amended from
time-to-time.



     1.18 “Spouse” has the same meaning as the term “spouse” in the Savings Plan.



     1.19 “Termination of Employment” means a separation from service within the meaning of
Treasury Regulation Section 1.409A-1(h). Whether a Termination of Employment has occurred is
based on whether the facts and circumstances indicate that the Participant and the Employer
reasonably anticipate that no further services would be performed after a certain date. A
Participant shall not be deemed to have separated from service if the Participant continues to
provide services to the Employer (whether as an employee or contractor) at an annual rate that is
50% or more of the services rendered, on average, during the immediately preceding 36 months of
service with the Employer (or if less than 36 months, such lesser period); provided, however,
that a separation from service will be deemed to have occurred if a Participant’s service with
the Employer (whether as an employee or contractor) is reduced to an annual rate that is less
than 20% of the services rendered, on average, during the immediately preceding 36 months of
service with the Employer (or if less than 36 months, such lesser period). Participant shall be
deemed to separate from service if Participant is on a bona fide leave of absence that exceeds 6
months in duration and Participant’s right to reemployment with the Employer is not provided
either by statute or by contract on the day immediately following such 6-month period. A bona
fide leave of absence shall include a military leave, sick leave or other bona fide leave of
absence if such leave does not exceed 6 months, or longer, so long as Participant’s right to
reemployment with the Employer is provided either by statute or contract.



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SECTION 2




ELIGIBILITY




     2.1 Eligibility to Participate in the Plan. In order to be eligible, an employee
must be: (a) an active participant in the Savings Plan, (b) eligible for the GenCorp and
Participating Subsidiaries Deferred Bonus Plan, (c) an officer or key employee of the Member
Company and (d) designated by the Compensation Committee as eligible for the Plan.



     2.2 Eligibility for Allocation of Benefits. In order to become a Participant and
accrue benefits under this Plan in any Plan Year, an eligible Employee must submit the Salary
Deferral Agreement in accordance with Section 2.2(a) below:




    (a) For each Plan Year, a Salary Deferral Agreement must be delivered to the Company
(or its designee) by the date indicated by Company (or its designee), which date shall not
be later than:




     (i) The last day of the Plan Year immediately preceding the Plan Year in which
the Compensation will be earned and to which the Salary Deferral Agreement relates;
or




     (ii) In the case of an Employee’s initial eligibility (as determined under
Treasury Regulation Section 1.409A-2(a)(7)) to participate in the Plan, the 30th day
after the date of such initial eligibility but only with respect to Compensation
earned after the date of such initial election (for the purposes of this subsection,
initial eligibility shall mean initially eligible for any elective account balance
plan, as required by Code Section 409A).




    (b) Notwithstanding anything to the contrary, a new election may be made by December
31, 2008, as to the time and form of payment under the Plan. However, no election under
this Section 2.2(b) shall: (i) change the payment date of any distribution otherwise
scheduled to be paid in 2008 or cause a payment to be paid in 2008, or (ii) be permitted
after December 31, 2008.




    (c) Notwithstanding anything to the contrary, once a Participant makes a valid election
under this Section 2.2, the election shall continue to be effective for each succeeding Plan
Year, unless the Participant changes his election within the time periods set forth in
Section 2.2(a) above.


Except as provided in Section 2.3 and Section 5.8, any election made under this Section 2.2 shall
be irrevocable.




     2.3 Cancellation of Deferral Elections. Upon a distribution to a Participant due to
an unforeseeable emergency in accordance with Section 5.8, a Participant’s deferral election for
the remainder of the Plan Year, if any, may be cancelled.



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SECTION 3




BENEFITS




     3.1 Election to Defer. Under this Section 3.1, for any particular Plan Year, a
Participant may elect to defer Compensation, as specified on a valid and timely filed Salary
Deferral Agreement, which provides for the deferral of up to a maximum of forty percent (40%) of
Compensation.



     3.2 Other Contributions to the Account. Under this Section 3.2, for any particular
Plan Year, the Company will credit to the Participant’s Account, the following amounts:




     (a) Any applicable Company matching contributions made that year under the Savings Plan
that would have been made on the Participant’s behalf under the Savings Plan on the
Compensation deferred in Section 3.1 if the Participant contributed the maximum pre-tax
amount allowable under the Savings Plan and the Participant’s contributions under the
Savings Plan were not limited by the applicable limits to the Savings Plan under the Code.




     (b) Any income, gains and losses calculated on the hypothetical investment of the
amounts credited under Sections 3.1 and 3.2(a) as determined in accordance with Section 3.5.



     3.3 Limitation. Notwithstanding any provision of Section 3.2 and Section 3.3 to the
contrary, no amount shall be credited to or deducted from a Participant’s Account unless
consistent with the limitations in Treasury Regulation Section 1.409A-2(a)(9); specifically, any
Participant action or inaction with respect to any deferrals or contributions under the Savings
Plan shall not result in any Plan Year in an increase in any matching or contingent employer
contributions exceeding 100% of the matching or contingent amounts that would be provided under
the Savings Plan absent any Code limitations.



     3.4 Management of Accounts.




     (a) Investment Options. The Company will designate the available investment
options in which Participants may direct the hypothetical investment of their Account
balances; provided, however, that such available investment options shall not include a
Company stock fund.




     (b) Investment Directions. The amount credited to each Participant’s Account
will be treated as if invested in the investment options selected by the Participant, as
follows:




     (i) Directions as to Contributions. A Participant may, in accordance
with rules and procedures established by the Company, select from among the available
investment options provided by Section 3.4(a), the hypothetical investments into
which contributions under this Plan will be deemed invested.




     (ii) Directions as to Account Balances. A Participant may, in
accordance with rules and procedures established by the Company, direct the re-
allocation of his hypothetical investments among the available investment
options provided by Section 3.4(a).



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SECTION 4




VESTING




     Benefits allocated under Section 3 shall vest immediately upon allocation.



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SECTION 5




DISTRIBUTION OF BENEFITS




     5.1 Distribution After Termination of Employment. A Participant may elect to
receive his Account upon a Termination of Employment. In such event, the Participant’s Account
shall be distributed to the Participant on the first day of the seventh month following the
Participant’s Termination of Employment. If a valid and timely election is not made by the
Participant, the default time of payment will be the first day of the seventh month following the
Participant’s Termination of Employment.



     5.2 Distribution Upon a Specified Date. A Participant may select a specific payment
date for complete distribution of his Account in a validly executed and timely submitted Salary
Deferral Agreement, and his Account shall be distributed on such specified date if, and only if,
such specified date is subsequent to the Participant’s Termination of Employment. In the event
of distribution on such a specified payment date, the six (6) month delay described in Section
5.1 will not apply.



     5.3 Death. Upon a Participant’s Termination of Employment due to death, the
Participant’s Account shall be distributed on the first day of the month following the month in
which the death occurs. In the event of a Participant’s death after commencement of payments
under Section 5.1 or 5.2, the remainder of the Participant’s Account balance, if any, shall be
distributed in one lump sum payment to the Beneficiary of the Participant within 90 days of the
Participant’s death. The six (6) month delay described in Section 5.1 will not apply.



     5.4 Grace Period and Interest. Any payment date provided for in the Plan shall be
deemed to incorporate the longest applicable grace period permissible under Code Section 409A and
no interest shall be earned or accrued with respect to any payment made in the time period
between the payment date and the end of the grace period.



     5.5 Form of Payment.




     (a) The default form of payment under the Plan shall be a single lump sum cash payment.




     (b) To the extent elected in a validly executed and timely submitted Salary Deferral
Agreement, a Participant may elect to have benefits under the Plan paid in equal annual
installments over 5 or 10 years commencing on the dates set forth in Section 5.1 or 5.2 as
applicable.



     5.6 Small Sums. Notwithstanding anything to the contrary in this Section 5, if the
Participant’s Account, at the time initially payable to the Participant, is less than $15,000
(which means the total value of the account, before any taxes are withheld), then the Participant
shall receive a single lump sum cash payout of his benefit in full satisfaction or his benefit
under this Plan. If this payment is made upon Termination of Employment, the six (6) month delay
in Section 5.1 shall apply.



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     5.7 Elections Irrevocable. All elections under the Plan are irrevocable, except as
provided in this section and in Section 5.8 and Section 5.10 below. Notwithstanding the
foregoing, all Participants may make an election with regard to the time and form of payments
under their Accounts in calendar year 2008; provided that the election is made no later than
December 31, 2008. An election made under this Section 5.7 shall be irrevocable when made
(except as provided in Section 5.8 and Section 5.10 below) and shall be subject to any special
administrative rules imposed by the Administrative Committee including rules intended to comply
with Section 409A of the Code, and shall not become effective until January 1, 2009. No election
under this Section 5.7 shall (A) change the payment date of any distribution otherwise scheduled
to be paid in 2008 or cause a payment to be paid in 2008, or (B) be permitted after December 31,
2008.



     5.8 Unforeseeable Emergency.




     (a) Neither the Participant nor his Beneficiary is eligible to withdraw amounts
credited to his Account prior to the time specified in his valid Salary Deferral Agreement
or, if there is no valid Salary Deferral Agreement, prior to the default time set forth in
Section 5.1. However, such amounts may be subject to early withdrawal if (1) an
unforeseeable emergency occurs that is caused by a sudden and unexpected illness or accident
of the Participant, the Participant’s Spouse, the Beneficiary (if the Beneficiary is a
natural person) or of a dependent (as defined in Section 152 of the Code without regard to
Section 152(b)(1), (b)(2) or (d)(1)(B)) of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the Participant’s control, (2) such circumstances would
result in severe financial hardship to the Participant if early withdrawal is not permitted,
and (3) any other requirements established under the Code and regulations promulgated
thereunder, are satisfied.




     (b) A severe financial hardship exists only when all other reasonably available
financial resources have been exhausted, including but not limited to (1) reimbursement or
compensation by insurance or otherwise, (2) liquidation of the Participant’s assets, to the
extent that liquidation of such assets would not itself cause severe financial hardship, or
(3) cessation of deferrals under the Plan. Examples of what are not considered to be
unforeseeable emergencies include the need to send a Participant’s child to college or the
desire to purchase a home.




     (c) The Administrative Committee shall have sole discretion to determine whether to
approve any withdrawal under this Section 5.8, which amount will be limited to the amount
necessary to meet the emergency. The Administrative Committee’s decision is final and
binding on all interested parties.




5.8 Administrative Rules for All Distributions. Gains and losses on the Account,
based on the hypothetical investments of the Account, will continue until the date that the
Administrative Committee ceases tracking those hypothetical investments in order to prepare
and distribute benefits. The time between when the Account ceases to track hypothetical
investments and the date of payment of the Account may fluctuate between one (1) and seven
(7) business days.





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5.9 Ability to Change Time and Form of Payment. Notwithstanding any other provision
in the Plan, a Participant may change the time and form that his
benefit will be paid, provided that to the extent required by Code Section 409A: (a) the election will not
take effect until at least twelve (12) months from the date on which the election is made,
(b) the payment is deferred for a period of at least five (5) years from the date such
payment would otherwise have been made and, (c) if the election relates to a payment to be
made at a specified time, the election must be made at least twelve (12) months prior to the
date the first amount was scheduled for payment.



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SECTION 6




CHANGE IN CONTROL




     Notwithstanding any other provision of this Plan, upon the occurrence of a change in control,
benefits will be funded in accordance with this Section 6:




	6.1	 	Funding.






     (i) With respect to all accrued and vested benefit obligations under this Plan,
the Company shall deposit assets sufficient to pay all such benefit obligations into
the trust established under the GenCorp Inc. Grantor Trust Agreement dated October
18, 1998 (the “Trust”) providing for payment of benefits in accordance with the terms
of this Plan. Any failure by the Company to satisfy its obligations under this
Section 6 shall not limit the rights of any Participant hereunder.




     (ii) Upon the earlier to occur of (i) a change in control or (ii) a declaration
by the Board that a change in control is imminent, the Company shall promptly, to the
extent it has not previously done so, and in any event within five (5) business days,
transfer to the trustee of the Trust, to be added to the principal of the Trust,
assets equal to the aggregate balance of all Participant Accounts under the Plan, on
the date of the change in control or on such fifth business day after the Board has
declared a change in control to be imminent.




     (iii) Notwithstanding the foregoing, a Participant shall have the status of a
general unsecured creditor of the Company and shall have no right to, or security
interest in, any assets of the Company.


6.2 For the purposes of Section 6.1, the definition of Change in Control shall have the meaning
set forth in this Section.




     (a) From January 1, 2005 to December 17, 2008. From January 1, 2005 to December 17,
2008, Change in Control for the purposes of Section 6.1 means the occurrence of any of the
following events, subject to the provisions of subsection 6.2(a)(v) hereof:




     (i) All or substantially all of the assets of the Company are sold or transferred to
another corporation or entity, or the Company is merged, consolidated or reorganized into or
with another corporation or entity, with the result that upon conclusion of the transaction
less than 51% of the outstanding securities entitled to vote generally in the election of
directors or other capital interests of the surviving, resulting or acquiring corporation or
entity are beneficially owned (as that term is defined in Rule 13-d3 under the Securities
Exchange Act of 1934 [“Exchange Act”], as amended) (such ownership, “Beneficial Ownership”)
by the shareholders of the Company immediately prior to the completion of the transaction;
or




     (ii) Any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act (a “Person”)) has become the Beneficial
Owner of securities representing 20% or more of the combined voting power of the then
outstanding voting securities of the Company; or



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     (iii) The individuals who, as of the later of (i) January 1, 2006, or (ii) the
Participant’s date of hire by the Company, constituted the Board (the “Incumbent Directors”)
cease for any reason, including without limitation as a result of a tender offer, proxy
contest, merger or similar transaction, to constitute a majority thereof, provided that (1)
any individual becoming a director of the Company subsequent to the later of (i) January 1,
2006, or (ii) the Participant’s date of hire by the Company shall be considered an Incumbent
Director if such person’s election or nomination for election was approved by a vote of at
least two-thirds of the other Incumbent Directors and (2) any individual whose initial
assumption of office is in connection with or as a result of an actual or threatened
election contest relating to the election of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a “person” (as that term is used in
Sections 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of
agreement intended to avoid or settle any such actual or threatened contest or solicitation
shall not be considered an Incumbent Director; or




     (iv) The Board determines that (1) any particular actual or proposed merger,
consolidation, reorganization, sale or transfer of assets, accumulation of shares or tender
offer for shares of the Company or other transaction or event or series of transactions or
events will, or is likely to, if carried out, result in a Change in Control falling within
subsection 6.2(a)(i), 6.2(a)(ii) or 6.2(a)(iii) hereof and (2) it is in the best interests
of the Company and its shareholders, and will serve the intended purposes of the Change in
Control provisions of this Program and other compensation and benefit programs, plans and
agreements of the Company, if a Change in Control shall be deemed to have occurred.




     (v) Notwithstanding the foregoing provisions of this Section 6.2(a):




     (A) If any such merger, consolidation, reorganization, sale or transfer of
assets, or tender offer or other transaction or event or series of transactions or
events mentioned in Section 6.2(a)(iv) hereof shall be abandoned, or any such
accumulations of shares shall be dispersed or otherwise resolved, the Board may upon
a majority vote, including a majority vote of all then-continuing Incumbent Directors
(such vote, a “Majority Vote”), by notice to the Executive, nullify the effect
thereof and a change in control shall be deemed not to have occurred, but without
prejudice to any action that may have been taken prior to such nullification.




     (B) Unless otherwise determined in a specific case by the Board, a Change in
Control shall not be deemed to have occurred for purposes of paragraph (B) hereof
solely because (A) the Company, (B) a subsidiary of the Company, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit plan of
the Company or any subsidiary of the Company either files or becomes obligated to
file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D
1, Form 8 K or Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act disclosing Beneficial Ownership by it of shares of
the then-outstanding voting securities of the Company, whether in excess of 20% or
otherwise, or because the Company reports that a change in control of the Company has occurred or will
occur in the future by reason of such beneficial ownership.



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     (b) From December 18, 2008, and thereafter. From December 18, 2008, and thereafter,
Change in Control for the purposes of Section 6.1 means the occurrence of any of the following
events:



          (i) A majority of the individuals constituting the Board (the “Incumbent Board”) is replaced
during any twelve-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board before the date of the appointment or election, including
without limitation as a result of a tender offer, proxy contest, merger or similar transaction; or




          (ii) All or substantially all (meaning having a total gross fair market value at least equal
to 40% of the total gross fair market value of all of the Company’s assets immediately before such
acquisition or acquisitions) of the assets of the Company are acquired by a Person (during a
twelve-month period ending on the date of the most recent acquisition by such Person); or




          (iii) The Company is merged, consolidated or reorganized into or with another corporation or
entity, with the result that upon conclusion of the transaction less than 51% of the outstanding
securities entitled to vote generally in the election of directors or other capital interests of
the surviving, resulting or acquiring corporation or entity are beneficially owned (as that term is
defined in Rule 13-d3 under the Securities Exchange Act of 1934 [Exchange Act], as amended (such
ownership, “Beneficial Ownership”) by the shareholders of the Company immediately prior to the
completion of the transaction, or




          (iv) Any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act consistent with Treas. Reg. Section 1.409A-3(i)(5)(v)(B) (a “Person”) acquires or has
become (during the twelve-month period ending on the date of the most recent acquisition by such
Person) the Beneficial Owner of securities representing 30% or more of the combined voting power of
the then outstanding voting securities of the Company.




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SECTION 7




MISCELLANEOUS




     7.1 Administration of Plan. The Administrative Committee shall administer this Plan
and shall have, exercise and perform, in its sole discretion, all of the powers, rights,
authority and duties set forth in the Savings Plan (except eligibility determinations which are
made by the Compensation Committee) with the same effect as if similarly set forth herein with
respect to this Plan. Any determination or decision of the Administrative Committee shall be
conclusive and binding on all persons having or claiming to have any interest whatever under this
Plan. In addition, the Administrative Committee shall have full power and authority to
administer and interpret the Plan, to establish procedures for administering the Plan, to adopt
and periodically review such rules and regulations consistent with the terms of the Plan as the
Administrative Committee deems necessary or advisable in order to properly carry out the
provisions of the Plan, and to take any and all necessary action in connection therewith. The
Administrative Committee may delegate its duties and responsibilities as it deems appropriate to
facilitate the day-to-day administration of the Plan.



     7.2 Compensation Committee. The Compensation Committee shall have the sole
authority to make determinations regarding eligibility for the Plan. In the event that the
Administrative Committee determines that it is unable to perform any of the actions listed in
Section 7.1, the Compensation Committee has the authority to perform such actions. If required
to act in accordance with this Section 7.2, the Compensation Committee shall have full power and
authority to interpret the Plan and is granted full discretionary authority to accomplish its
duties under the Plan, subject to the same fiduciary obligations that apply to the Administrative
Committee.



     7.3 Amendment and Termination. The Company reserves the right at any time and from
time-to-time, by resolution of the Board (or its designee), to amend or terminate this Plan;
provided, however, that no such amendment or termination shall operate retroactively so as to
reduce the value of any accrued and vested benefits of a Participant under the provisions of this
Plan, as in effect prior to such action. Notwithstanding any other provision of the Plan, in the
event that the Plan is terminated, benefits may, in the discretion of the Company, be distributed
to Participants in lump sum payments, as soon as permitted under Treasury Regulation Section
1.409A-3(j)(4)(ix).



     7.4 No Requirement to Fund. The Plan is intended to be and shall be construed and
administered as a plan under Section 3(2)(A) of ERISA, which is unfunded and maintained by the
Company solely to provide deferred compensation to a select group of management or highly paid
employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. No
Participant, Beneficiary, or any other person shall have any interest in any particular assets of
the Company (or any Member Company) by reason of the right to receive a benefit under the Plan
and any such Participant, Beneficiary, or any other person shall have the rights of a general
unsecured creditor of the Company (and any Member Company) with respect to any rights under the
Plan. The Company, in its sole discretion, or as required under the terms of the Plan, may
create one or more trusts to hold the assets of the Plan to provide for the payment of benefits.
The Company shall at all times be the owner of each trust and any trust agreement shall specify
that the trust corpus shall be subject to the claims of general creditors in the event of the bankruptcy or insolvency of the Company (or
any Member Company). The trust shall contain such other terms and conditions as the Company may
deem necessary or advisable to ensure that benefits are not includable, by reason of the trust,
in the income of trust beneficiaries prior to actual distribution and that the existence of such
trust does not cause the Plan to be considered “funded” for purposes of Title I of ERISA.
Neither the Company, nor any Member Company, guaranty or warrant the tax treatment of benefits
paid under this Plan or held in any trust set up as a source of benefit payments under the Plan.
Participants, Beneficiaries or their estates will have sole responsibility for any federal, state
or local taxes due from the benefits provided under this Plan.



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     7.5 No Alienation of Benefits. Except as may be necessary to fulfill a domestic
relations order within the meaning of Code Section 414(p), none of the benefits or rights of a
Participant or any Beneficiary shall be subject to the claim of any creditor. In particular, to
the fullest extent permitted by law, all such benefits and rights shall be free from attachment,
garnishment, or any other legal or equitable process available to any creditor of the
Participant, his Spouse and his Beneficiary. Neither the Participant nor his Spouse or
Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign
any of the payments which he or she may expect to receive, contingently or otherwise, under the
Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder.



     7.6 Claims Procedure. For the purposes of this Section, a claim is a request for
any Plan benefit made by a Claimant (as defined below) in accordance with these Plan procedures
for filing such claim.




     (a) Filing a Claim. Each individual who claims to be eligible for benefits
under this Plan (a “Claimant”) may submit a written claim for benefits (a “Claim”) to the
Head of the Benefits and Retirement Department if the individual believes a benefit has not
been provided under the Plan to such individual to which such individual is eligible. A
Claim must be set forth in writing on a form provided or otherwise approved by the Head of
the Benefits and Retirement Department and must be submitted to the Head of the Benefits and
Retirement Department no later than two (2) years after the date on which the Claimant or
other individual claims to have been first entitled to such claimed benefit.




     (b) Review of Claim. The Head of the Benefits and Retirement Department shall
evaluate each properly filed Claim and notify the Claimant of the denial of the Claim (if
applicable) within 90 days after the Head of the Benefits and Retirement Department receives
the Claim, unless special circumstances require an extension of time for processing the
Claim. If an extension of time for processing the Claim is required, the Head of the
Benefits and Retirement Department shall provide the Claimant with written notice of the
extension before the expiration of the initial 90-day period, specifying the circumstances
requiring an extension and the date by which a final decision will be reached (which date
shall not be later than 180 days after the date on which the Head of the Benefits and
Retirement Department received the claim).




     (c) Notice of Claim Denial. If a Claim is denied in whole or in part, the Head
of the Benefits and Retirement Department shall provide the Claimant with a written notice
setting forth (i) the specific reasons for the denial,
(ii) references to pertinent Plan provisions upon which the denial is based, (iii) a description of any additional
material or information needed and an explanation of why such material or information is
necessary, and (iv) a description of the Plan’s review process and the time limits for such
process, including a statement of the Claimant’s right to bring a civil action under Section
502(a) of ERISA following an adverse determination on review.



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     (d) Review of Claim Denial. If a Claim is denied, in whole or in part, the
Claimant shall have the right to file a request for a review of the initial denial of the
Claim. A Claimant will have 60 days following the receipt of notification of an adverse
benefit determination within which to appeal the decision. As part of the review process,
the Claimant will have the following rights: (i) the opportunity to submit written comments,
documents, records, and other information relating to the Claim, (ii) to be provided, upon
request and free of charge, reasonable access to, and copies of, all documents, records, and
other information relevant (that is not privileged or protected) to the Claimant’s Claim,
and (iii) a review that takes into account all comments, documents, records, and other
information submitted by the Claimant relating to the Claim, without regard to whether such
information was submitted or considered in the initial benefit determination.




     (e) Timing and Notice of Review of Claim Denial. The Administrative Committee
shall evaluate each properly filed request for review of a denied Claim and notify the
Claimant of the approval or denial of the Claim on review within 60 days after the
Administrative Committee or its delegate receives the request for review of the denied
Claim, unless special circumstances require an extension of time for processing the review
of such Claim. If an extension of time for processing the Claim on review is required, the
Administrative Committee or its delegate shall provide the Claimant with written notice of
the extension before the expiration of the initial 60-day period, specifying the
circumstances requiring an extension and the date by which a final decision will be reached
(which date shall not be later than 120 days after the date on which the Administrative
Committee or its delegate received the Claim on review).




     (f) If the Claim on review is denied in whole or in part, the Administrative Committee
or its delegate shall provide the Claimant with written notice that sets forth the
following: (i) the specific reason(s) for the denial on review, (ii) reference to the
specific Plan provisions on which the benefit determination was made, (iii) 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 (that is not
privileged or protected) to the Claimant’s Claim on review, and (iv) a statement of the
Claimant’s right to bring an action under Section 502(a) of ERISA.




     (g) Requirement to Exhaust Administrative Procedures. No Claimant or other
individual may file any Claim or request a review of a denial of any Claim, unless such
person follows the provisions and timeframes of this Section. A Claimant or other
individual shall not be entitled to bring any action in any court, unless such person has
exhausted such person’s rights under these procedures by timely submitting a Claim and
requesting a review of a decision with respect to such Claim.



     7.7 No Enlargement of Employment Rights. The adoption and maintenance of the Plan
shall not be deemed to be a contract of employment between Company (or any Member Company) and
any Participant. Nothing contained herein shall give any Participant the right to be retained in the employ of the Company (or any Member Company) or to
interfere with the right of the Company (or any Member Company) to discharge any Participant at
any time, nor shall it give the Company (or any Member Company) the right to require any
Participant to remain in its employ or to interfere with the Participant’s right to terminate
employment at any time.



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     7.8 Applicable Law. This Plan shall be construed in accordance with and governed by
the laws of the State of Ohio except as otherwise provided by ERISA. The Plan shall also be
construed in a manner consistent and compliant with Section 409A of the Code. Any provision that
is noncompliant or inconsistent with Section 409A of the Code shall be deemed amended to the
minimum extent necessary to comply with Section 409A of the Code, or if an amendment cannot
assure compliance with Section 409A of the Code, is void.



     7.9 Facility of Payment. If the Company determines, on the basis of medical reports
or other evidence satisfactory to the Company, that the recipient of any benefit payments under
the Plan is incapable of handling his affairs by reason of being a minor, illness, infirmity or
other incapacity, the Company may direct the Member Company to disburse such payments to a person
or institution designated by a court, which has jurisdiction over such recipient or a person or
institution otherwise having the legal authority under State law for the care and control of such
recipient. The receipt by such person or institution of any such payments therefore, and any
such payment to the extent thereof, shall discharge the liability of the Member Company, the Plan
and the Company for the payment of benefits hereunder to such recipient.



     7.10 Notices. All elections and notices required under the Plan shall be in writing
and filed with the Administrative Committee at the time and in the manner specified by the
Administrative Committee.



     7.11 Tax Withholding. If a Member Company concludes that tax is owing with respect
to any deferral or payment hereunder, the Member Company shall withhold such amounts from any
payments due the Participant, as permitted by law, or otherwise make appropriate arrangements
with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes
of this Section 7.11 means any federal, state, local or any other governmental income tax,
employment or payroll tax, excise tax, or any other tax or assessment owing with respect to
amounts deferred, any earnings thereon, and any payments made to Participants under the Plan.



     7.12 Indemnification. Each Member Company shall indemnify and hold harmless each
employee, officer, or director of a Member Company to whom is delegated duties, responsibilities,
and authority with respect to the Plan against all claims, liabilities, fines and penalties, and
all expenses reasonably incurred by or imposed upon him (including but not limited to reasonable
attorney fees) which arise as a result of his actions or failure to act in connection with the
operation and administration of the Plan to the extent lawfully allowable and to the extent that
such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased
or paid for by a Member Company. Notwithstanding the foregoing, a Member Company shall not
indemnify any person for any such amount incurred through any settlement or compromise of any
action unless the Member Company consents in writing to such settlement or compromise.
Indemnification under this Section 7.12 shall not be applicable to any person if the cost, loss,
liability, or expense is due to the person’s gross negligence, fraud or willful misconduct or if the person refuses to assist in the defense of
the claim against him.



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     7.13 Offset. The Administrative Committee may provide for the acceleration of the
time or schedule of a payment, and any payment (including a payment that has been accelerated)
may be withheld under the Plan, as satisfaction of a debt to the Member Company, where (i) such
debt is incurred in the ordinary course of the relationship between the Member Company and the
Participant, (ii) the entire amount of the reduction in any fiscal year of the Member Company
does not exceed $5,000, and (iii) the reduction is made at the same time and in the same amount
as the debt otherwise would have been due and collected from the Participant.



     7.14 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a guaranty by
the Company or any other entity or person that the assets of the Company will be sufficient to
pay any benefit hereunder.



     7.15 Permitted Acceleration of Payment. A payment may be accelerated, in the sole
discretion of the Administrative Committee, if (a) the amount of the payment is not greater than
the applicable dollar amount under Code Section 402(g)(l)(B), and (b) at the time the payment is
made the amount constitutes the Participant’s entire interest under the Plan and all other plans
that are aggregated with the Plan under Treasury Regulation Section 1.409A-l(c)(2).



     This Plan is executed this 31st day of December 2008, pursuant to a resolution of
the GenCorp Administrative Committee dated December 19, 2008.



	 	 	 	 	 
	 

	 	/s/ Diane L. Wallace
 

Diane L. Wallace

	 	 
	 

	 	Vice President, Tax and Benefits & Retirement Administration	 	 







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