exv10w1






Exhibit 10.1




THE 2009 BENEFIT RESTORATION PLAN

FOR THE GENCORP INC. PENSION PLAN

Effective January 1, 2009




PURPOSE




     The 2009 Benefit Restoration Plan for the GenCorp Inc. Pension Plan (the “Plan”) was
established to provide restored benefits solely related to the statutory limits under the Pension
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 Code Section 409A (the “409A
Transition Period”).



     For purposes of this Plan, all references to the Prior Plan shall only be to those amounts in
the Prior Plan that were to restore benefits unavailable because of statutory limits applied to
certain employees participating in the Pension 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 the 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.



     During the 409A Transition Period, the timing and form of benefits payments were controlled by
participants’ elections under the Pension Plan, in accordance with the terms of the Prior Plan.



     The Pension Plan was frozen on February 1, 2009. As of that date, no additional benefits will
accrue under this Plan. However, benefits will continue to vest under the Plan for a Participant
in the same manner as benefits continue to vest under the Pension Plan for that particular
Participant (including the ability to vest into early retirement status based upon age and
service). If vesting ceases to occur under the Pension Plan, vesting shall also cease to occur in
the 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.



     This 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 Pension Plan shall have the meaning it has in the applicable Pension Plan in which a
Participant hereunder has accrued a pension benefit. Wherever used herein:




	1.1	 	“Actuarial Equivalence” or “Actuarially Equivalent” shall mean benefits of equivalent value
when calculated at the date benefits commence, using these interest and mortality assumptions:
(a) interest equal to 6.0% and (b) mortality as assumed in the RP-2000 Mortality Table
projected to 2010.
	 
	1.2	 	“Administrative Committee” means the Administrative Committee as appointed by the Board.
	 
	1.3	 	“Beneficiary” means a named beneficiary, joint annuitant or surviving Spouse of a deceased
Participant. Notwithstanding the foregoing, no Beneficiary designation under the Plan shall
be effective unless it is submitted in writing on the form required by the Company (or its
designee) and delivered to the Company (or its designee) prior to the Participant’s death.
	 
	1.4	 	“Board” shall mean the Board of Directors of the Company.
	 
	1.5	 	“Company” means GenCorp Inc., an Ohio corporation.
	 
	1.6	 	“Compensation Committee” means the Organization and Compensation Committee as appointed by
the Board.
	 
	1.7	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	1.8	 	“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).
	 
	1.9	 	“Member Company” means the Company, Aerojet-General Corporation and any of their divisions or
subsidiaries, which are designated by the Board, in its sole discretion, as a Member Company.
	 
	1.10	 	“Participant” means an employee who meets the requirements of Section 2.1 or is a Beneficiary
receiving a benefit under the Plan; provided, however, that no employee shall become a
Participant prior to the date such employee’s employer becomes a Member Company.
	 
	1.11	 	“Pension Plan” means a pension plan of a Member Company applicable to salaried employees.
	 
	1.12	 	“Plan” means The 2009 Benefit Restoration Plan for the GenCorp Inc. Pension Plan, effective
January 1, 2009, as it may be amended from time to time.




2









 






	1.13	 	“Spouse” has the same meaning as set forth in the Pension Plan.
	 
	1.14	 	“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, contractor or otherwise) at an annual rate
that is fifty percent (50%) or more of the services rendered, on average, during the
immediately preceding thirty-six (36) months of employment with the Employer (or if less than
thirty-six (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, contractor or otherwise) is reduced to an annual rate that is less than twenty
percent (20%) of the services rendered, on average, during the immediately preceding
thirty-six (36) months of employment with the Employer (or if less than thirty-six (36)
months, such lesser period). A Participant shall be deemed to separate from service if the
Participant is on a bona fide leave of absence that exceeds six (6) months in duration and the
Participant’s right to reemployment with the Employer is not provided either by statute or by
contract on the day immediately following such six (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 six (6) months, or longer, so long as the Participant’s right to
reemployment with the Employer is provided either by statute or contract.




3









 











SECTION 2




ELIGIBILITY





	2.1	 	Eligibility. In order to be eligible, the employee: (a) must be an employee of a
Member Company who qualifies for a benefit under the Pension Plan and who incurs a reduction
in such benefit as a result of the limitations under Section 401(a)(17) or 415 of the Code (or
any successor provisions), (b) is an officer or key employee of the Member Company, and (c) is
designated by the Compensation Committee as eligible for the Plan.
	 
	2.2	 	Committee Selection. The Compensation Committee, in its sole discretion, shall have
the right to designate which eligible employees: (A) are members of a select group of
management or highly compensated employees, (B) are key employees and (C) shall become, or
will continue to be, Participants of the Plan.
	 
	2.3	 	Termination of Participation. A Participant’s eligibility for continued accrual of
benefits under the Plan shall end upon the earlier of his: (i) Termination of Employment, (ii)
termination of the Plan, (iii) ceasing to be a member of a select group of management or
highly compensated employees, or (iv) the date the Compensation Committee determines the
employee is no longer a Participant in the Plan.





4









 





SECTION 3




BENEFITS





	3.1	 	Amount of Benefit. Subject to Section 3.2, the monthly pension benefit provided by
this Plan shall be an amount equal to subsection (a) minus the sum of subsection (b) plus
subsection (c), where:






	 	(a)	 	is any monthly amount of pension that would be payable to the Participant under
the Pension Plan if such pension amount were (1) calculated without regard to the
limits of Code Sections 401(a)(17) or 415, and (2) paid in a single life annuity
commencing on the Participant’s Normal Retirement Date;
	 
	 	(b)	 	is the monthly amount of pension that would be payable to the Participant under
the Pension Plan if such pension amount were paid in a single life annuity commencing
on the Participant’s Normal Retirement Date;
	 
	 	(c)	 	is any monthly amount of pension that would be payable to the Participant under
the Prior Plan, in accordance with the schedule set forth on Schedule A, if such
pension amount were paid in a single life annuity commencing on the Participant’s
Normal Retirement Date.




The amounts determined in Section 3.1(c) are fixed amounts that are calculated in accordance with
the formula set forth in Appendix A. These amounts under the Prior Plan are not subject to change
and, for purposes of this Section 3.1, cannot be calculated in any manner other than the manner set
forth in Appendix A and allowed by Code Section 409A.




     The Pension Plan was frozen on February 1, 2009. As of that date, the Pension Plan was first
frozen, no additional benefits will accrue under the Plan. However, benefits will continue to vest
under the Plan for a Participant in the same manner as benefits continue to vest under the Pension
Plan for that particular Participant (including the ability to vest into early retirement status
based upon age and service). If vesting ceases to occur under the Pension Plan, vesting shall also
cease to occur in the Plan.




	3.2	 	Special Rules for Determining Amount of Benefit. This section sets forth additional,
special rules for determining the amount of the benefit set forth in Section 3.1 above.






	 	(a)	 	Effective December 1, 2008, the GenCorp Consolidated Pension Plan Program B was
amended to eliminate the Change in Control Enhancement under Program B for any Change
in Control (as such term is defined in Program B wherever referenced in this subsection
(a) only) occurring on or after December 1, 2008. With respect to any Change in
Control on or after December 1, 2008, all highly compensated Participants in Program B
who would have qualified for a Change in Control Enhancement under Program B if such
benefit had not been eliminated, shall be provided under this Plan a Change in Control
Enhancement (according to the terms of such enhancement benefit as it existed in
Program B prior to the amendment eliminating the benefit) which will
be used to calculate monthly pension amounts under subsection (a) above relating solely to
benefit accruals under this Plan on or after December 1, 2008.




5









 












	 	 	 	The Change in Control Enhancement applied to a select group of highly compensated
employees. In addition, it does not apply to any transaction that occurs after 2008.






	 	(b)	 	For purposes of calculating Credited Service and Compensation for Participants
working at locations acquired as the result of the purchase of Atlantic Research
Corporation (“ARC”) by Aerojet-General Corporation, on October 17, 2003 (“Aerojet
East”), and who have not transferred or been transferred to a location covered by
another pension program of the Company or a Member Company, when determining the
monthly pension amount under Section 3.1, service and Compensation shall be recognized
from the later of the date of hire with Aerojet East or the date of transfer to Aerojet
East from Atlantic Research Corporation, but in no event will service or Compensation
before October 18, 2003, be included.
	 
	 	(c)	 	With respect to the GenCorp Consolidated Pension Plan (Program B), for Plan
Years ending on or before November 30, 1993, the term “Annual Plan Compensation” shall
include amounts which would have been paid to a Participant (while such Participant is
an Employee) by a Member Company during a Plan Year, but for his election to defer such
amount to the GenCorp Inc. and Participating Subsidiaries Deferred Bonus Plan.






	3.3	 	Pre-Retirement Death Benefit. If a vested Participant dies while employed by the
Employer, such Participant shall be entitled to a benefit under this Plan equal to the benefit
he or she had earned under this Plan as of his date of death (the “Pre-Retirement Death
Benefit”) payable to his Spouse as if the Participant had a Termination of Employment, elected
to commence benefits on the dates outlined below in the form of a joint and 50% survivor
annuity (as described in Section 3.5(b)(ii)), then died the next day. The Pre-Retirement
Death benefit will commence payment on the later of (1) the first day of the first month
following the Participant’s death or (2) the first day of the first month following the date
the Participant would have obtained 55 years of age.
	 
	3.4	 	Vesting. A Participant shall become vested in his retirement benefits earned under
this Plan on the same date and under the same conditions he would become vested under the
earliest applicable vesting provisions of the Pension Plan.
	 
	3.5	 	Form of Payment. The form of payment shall be in the form selected by the
Participant on his distribution election form, as prescribed by and pursuant to the procedures
established by the Administrative Committee from time to time in its sole discretion, as
follows:






	 	(a)	 	Normal Form of Benefit Payment. An annual pension payable monthly for
the Participant’s life with a 50% survivor annuity paid for the life of the
Participant’s Spouse if the Participant is married, or a single life annuity if the
Participant is single; or




6









 






	 	(b)	 	Alternative Forms of Payment.






	 	(i)	 	A reduced annuity payable for the life of the Participant with a
period certain of either 5, 10, 15, or 20 years of payments to the Participant’s
Spouse or Beneficiary; or
	 
	 	(ii)	 	An annual pension payable monthly for the Participant’s life with
a 50%, 75%, or 100% survivor annuity paid for the life of the Participant’s
Spouse or Beneficiary.






	 	(c)	 	Small Accounts and Default Form of Payment.






	 	(i)	 	Notwithstanding anything to the contrary in Sections 3.5(a) and
3.5(b), if the lump-sum equivalent of any form of benefit payment, at the time
initially payable to the Participant, is less than $15,000, then the Participant
shall receive a single lump-sum payout of his benefit in full satisfaction or
his pension benefit under the Plan. The lump-sum payment will be made the first
day of the seventh month following the Participant’s Termination of Employment.
	 
	 	(ii)	 	In the event a Participant fails to make an election with respect
to the form of benefit payment, the default form of benefit payment shall be the
applicable form under Section 3.5(a).






	 	(d)	 	Election Period.






	 	(i)	 	All Participants must elect a form of payment for benefits under
the Plan prior to the later of (A) December 31, 2008, or (B) the date that is
thirty (30) days following the date the Participant becomes initially eligible
to participate in the Plan. For the purposes of this rule, a Participant is
treated as initially eligible to participate in the Plan as of the first day of
the Participant’s taxable year immediately following the first year the
Participant accrues a benefit under the Plan, in accordance with Treasury
Regulation Section 1.409A-2(a)(7)(iii).
	 
	 	 	 	Any election under this section shall be subject to any special administrative
rules imposed by the Administrative Committee including rules intended to
comply with Section 409A of the Code.
	 
	 	(ii)	 	This election will become irrevocable on the later of (A)
December 31, 2008, or (B) the date that is thirty (30) days following the date
the Participant initially becomes eligible to participate in the Plan.
	 
	 	(iii)	 	Notwithstanding the foregoing, no election under this Section
3.4(d)(i)(A) made on December 31, 2008, 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.




7









 












	3.6	 	Change in Election. A change from one type of annuity to another is not considered
to be a change in time and form of payment, provided that the annuities are Actuarially
Equivalent, the change is made before any annuity payment is made, and the new annuity has the
same scheduled date for the first payment.






	3.7	 	Time of Payment.






	 	(a)	 	Except as otherwise provided in the Plan, all pension payments will commence as
of the later of (i) the first day of the month following the month in which the
Participant attains the six-month anniversary of his Termination of Employment or (ii)
the first day of the month following the attainment of the age elected by the
Participant pursuant to his distribution election form, within the time periods set
forth in Section 3.5(d). Under subsection 3.7(a)(ii), the Participant may only elect
an age that is between age 55 and age 65. For this provision only with regards to the
timing of the benefit payment under the Plan, if the Participant received a Change in
Control Enhancement Benefit under the Pension Plan or this Plan, any age elected by the
Participant on his distribution election form will be increased by five (5) years to
take into account that Change in Control Enhancement Benefit.
	 
	 	(b)	 	In the event a Participant fails to elect, within the time periods set forth in
Section 3.5(d), an age for the commencement date of benefit payments, the default age
shall be 65. Accordingly, the benefit will commence as of the later of (i) the first
day of the month following the month in which the Participant attains the six-month
anniversary of his Termination of Employment or (ii) the first day of the month
following the attainment of the age 65.
	 
	 	(c)	 	If Termination of Employment is the payment event for the Participant’s
benefit, interest will not accrue on pension payments under this Plan between the date
of Termination of Employment and actual payment of the benefit. In addition, interest
will not accrue on a pension payment under this Plan from the date the pension payment
could first be paid under the Plan and the date the pension payments are paid under the
Plan, taking into account the grace periods set forth in Section 409A.
	 
	 	(d)	 	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.






	3.8	 	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
3.8(b) and certain benefits will be vested in accordance with Section 3.8(a):






	 	(a)	 	Vesting. Upon a Change in Control, the benefits of a Participant with
who the Company has entered into a severance agreement that is listed on an attachment
to the trust established under the GenCorp Inc. Grantor Trust Agreement dated October
18, 1998 (the “Trust”), which have been accrued, but not vested under this Plan shall become immediately vested in accordance with the
terms of this Plan.




8









 







	 	(b)	 	Funding.






	 	(i)	 	With respect to all accrued and vested benefits under this Plan
(including vesting under Section 3.8(a) above), the Company shall deposit assets
sufficient to pay all such benefits under this Plan in trust pursuant to the
terms of 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 3.8(b) shall not limit the rights of any Participant hereunder.
	 
	 	(ii)	 	Upon the earlier to occur of (A) a Change in Control or (B) 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, a sum equal to the present value on the date of the
Change in Control (or on such fifth business day if the Board has declared a
change in control to be imminent) of the benefits to be paid to the Participants
hereunder with such present value to be computed (a) assuming that benefit
payments to any Participant will commence on such Participant’s earliest
retirement date under the applicable Pension Plan, and (b) applying a discount
factor, which is equal to the yield to maturity, as reported in the Midwest
Edition of The Wall Street Journal, of the 26-week Treasury Bill most recently
issued as of the date of the Change in Control.
	 
	 	(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.






	 	(c)	 	For the purposes of Section 3.8, the definition of Change in Control shall have
the meaning set forth in this Section.






          (i) From January 1, 2005 to December 17, 2008. From January 1, 2005 to December
17, 2008, Change in Control for the purposes of Section 3.8 means the occurrence of any of
the following events, subject to the provisions of subsection 3.8(c)(i)(5) hereof:




     (1) 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



9









 






     (2) 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




     (3) 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




     (4) The Board determines that (A) 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 3.8(c)(i)(1), 3.8(c)(i)(2) or 3.8(c)(i)(3) hereof
and (B) 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.




     (5) Notwithstanding the foregoing provisions of this Section 3.8(c):




     (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 3.8(c)(i)(4) 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.



10









 






(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 3.8(c)(i)(2) hereof
solely because (x) the Company, (y) a subsidiary of the Company, or (z) 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 8K 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.



     (ii) From December 18, 2008, and thereafter. From December 18, 2008, and thereafter,
Change in Control for the purposes of Section 3.8 means the occurrence of any of the following
events:




     (1) 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




     (2) 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




     (3) 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




     (4) 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.



11









 






	3.9	 	Rehired Employees. If a Participant is rehired or ceases participation in the Plan
and again becomes eligible for the Plan, the Participant may once again earn a benefit under
the Plan. Any amount payable under this Plan on account of an event
listed in Section 3.7 above shall be calculated using the methodology in Section 3.1 (including all
provisions in the Plan effecting the calculation of the benefit in Section 3.1), except that
there shall be an offset of any previously earned benefit already subject to a payment
event. Amounts (if any) payable under the Plan upon Participant’s subsequent distribution
event listed in Section 3.7 shall be subject to the same form and time requirements set
forth in Section 3.7.





12









 











SECTION 4




ADMINISTRATION





	4.1	 	Administrative Committee and Powers. 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 each of the Pension Plans (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 properly to carry out the provisions of the Plan, and to take any and all
necessary action in connection therewith. The Administrative Committee may delegate duties
and responsibilities as it deems appropriate to facilitate the day-to-day administration of
the Plan.
	 
	4.2	 	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 4.1,
the Compensation Committee has the authority to perform such actions. If required to act in
accordance with this Section 4.2, 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.




13









 











SECTION 5




MISCELLANEOUS





	5.1	 	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, by resolution of the Board, be distributed to Participants in lump-sum payments as
soon as permitted under Treasury Regulation Section 1.409A-3(j)(4)(ix).
	 
	5.2	 	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.
	 
	5.3	 	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 a 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.
	 
	5.4	 	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.
	 
	5.5	 	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.





14









 


















	5.6	 	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.






	5.7	 	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 non-compliant 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.
	 
	5.8	 	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.
	 
	5.9	 	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.
	 
	5.10	 	Claims Procedure. For the purposes of this Section, a claim is a request for any
Plan benefit made by a claimant in accordance with these Plan procedures for filing a claim.




15









 












	 	(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 of the Company where 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 of
the Company 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 of the Company 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 of
the Company 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 of the Company 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 of the Company 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.
	 
	 	(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 Claim
denial. 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 for benefits, (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 for benefits, 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.




16









 






	 	(e)	 	Timing and Notice of Review. The Administrative Committee shall
evaluate each properly filed Claim on review 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 Claim on review, unless special circumstances require an
extension of time for processing the 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)	 	Denied Claim on Review. 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.






	5.11	 	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 5.11 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.
	 
	5.12	 	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 or her
(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 5.12 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.




17









 







	5.13	 	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	 	 






18









 






APPENDIX A




CALCULATION OF THE PRIOR PLAN BENEFIT



Benefits under the Prior Plan shall be calculated in accordance with the rules set forth in Code
Section 409A and the regulations promulgated thereunder. Specifically, the benefit will be
calculated in accordance with the rule set forth in Treasury Regulation Section 1.409A-6(a)(3). In
accordance with that regulation, the following shall apply:



A.1. Credited Service is determined as of December 31, 2004, as though Termination of Employment
occurred on that date. For Aerojet East employees, Credited Service shall not include (i) any
service an individual was credited as an Employee under the ARC Plan or any other service with
Atlantic Research Corporation, (ii) any service with a company related to ARC, or (iii) any service
performed before October 18, 2003.



A.2. Compensation subsequent to December 31, 2004, is disregarded. For Aerojet East employees,
Compensation shall not include (i) any Compensation an individual was paid as an Employee under the
ARC Plan, (ii) any other Compensation with a company related to ARC, or (iii) any Compensation paid
before October 18, 2003.



A.3. Vesting is determined as of December 31, 2004. If a Participant is not vested on December 31,
2004, there is no benefit under Section 3.1(c). In addition, no further service for purposes of
eligibility is recognized after December 31, 2004. For Aerojet East employees, Vesting shall not
include (i) any service an individual was credited as an Employee under the ARC Plan or any other
service with Atlantic Research Corporation, (ii) any service with a company related to ARC, or
(iii) any service performed before October 18, 2003.



A.4. Social Security Covered Compensation for Aerojet East employees is determined as of the
employee’s Social Security Retirement Age (SSRA) as if terminated on December 31, 2004. The
Average Social Security Wage Base for all employees except Aerojet East employees is determined as
of December 31, 2004 and increases after December 31, 2004 are disregarded.



A.5. Increases in Benefit Rates or changes to Pension Benefit Formulas are disregarded after
December 31, 2004.



A.6. Changes in Section 401(a)(17) or Section 415 subsequent to December 31, 2004, are
disregarded.





19