1999 EQUITY AND PERFORMANCE INCENTIVE PLAN
Stock Appreciation Rights Agreement
WHEREAS, ___(the Rights Holder) is an employee of GenCorp Inc. (the Company)
or a Subsidiary; and
WHEREAS, the grant of a stock appreciation right to the Rights Holder has been duly authorized
by a resolution of the Organization & Compensation Committee (the Committee) of the Board of
Directors or, if applicable, by the Board of Directors (the Board) of the Company effective as of
___(the Date of Grant).
NOW, THEREFORE, pursuant to the Companys 1999 Equity and Performance Incentive Plan (the
Plan), the Company hereby grants to Rights Holder ___Free-Standing Appreciation Rights
(SAR) pursuant to this Stock Appreciation Rights Agreement (the Agreement) entitling Rights
Holder to obtain, upon the exercise of SARs on the terms and conditions set forth herein, a cash
payment as determined herein.
Exercisability of SARs
(a) Unless and until terminated as hereinafter provided, the SARs subject to this Agreement
will become exercisable, to the extent of one-third of the total number of SARs granted, on each of
the first three anniversaries of the Date of Grant for so long as the Rights Holder remains in the
continuous employ of the Company or a Subsidiary. For the purposes of this Agreement, the
continuous employment of the Rights Holder with the Company or a Subsidiary will not be deemed to
have been interrupted, and the Rights Holder will not be deemed to have ceased to be an employee of
the Company or a Subsidiary, by reason of (i) the transfer of his employment among the Company and
its Subsidiaries or (ii) an approved leave of absence. To the extent that the SAR will have so
become exercisable, it may be exercised in whole or in part from time to time.
(b) Notwithstanding the provisions of Subsection (a) of this Section 1, the SARs will become
immediately exercisable in full upon the occurrence of a change in control of the Company. For
purposes of this Agreement, the term change in control will have the meaning given such term
under the Plan as in effect on the Date of Grant.
Exercise of SARs
(a) SARs may be exercised only by (i) delivery of a signed and dated SAR Exercise Form to the
Company in accordance with instructions provided therewith, which Exercise Form shall state the
number of SARs to be exercised. For all purposes, including the determination of applicable tax
reporting and withholding, the Exercise Date will be the date entered next to the Rights Holders
signature on the SAR Exercise Form. The Company will not fill in the Exercise Date under any
(b) The Exercise Date can be no earlier than the date the SAR Exercise Form is delivered to
the Company regardless of the method of delivery (i.e., by fax, by hand, by overnight courier,
Payment of SAR Value
(a) Upon the exercise of SARs in accordance with Section 2, the Company shall pay the SAR
Value relating to such exercise to the Rights Holder.
(b) SAR Value shall be the product of (i) the number of SARs being exercised, and (ii) the
excess of the Market Value over $___. (Grant Price).
(c) Market Value shall mean the closing price of GenCorp Inc. Common Shares on the date SARs
are exercised, as reported in the New York Stock Exchange Composite Transactions in
Term of SARs.
SARs that have become exercisable will terminate on the earliest
of the following dates:
(i) Ninety (90) calendar days after the Rights Holder ceases to be an employee of the Company
or a Subsidiary for any reason other than retirement, death or disability, for any SARs that have
become exercisable prior to the Rights Holders ceasing to be an employee of the Company or a
(ii) Ten years from the Date of Grant for any SARs that have become exercisable prior to the
retirement, death or disability of the Rights Holder, if the Rights Holder retires, dies or becomes
disabled while an employee of the Company or a Subsidiary. For purposes of this Agreement,
retirement shall mean termination of employment after having attained eligibility for normal
retirement or early retirement under the defined benefit retirement plan of the Company applicable
to the Rights Holder (as determined by the Committee).
(iii) Ten years from the Date of Grant.
SARs Not Yet Exercisable
. SARs that have not become exercisable prior to the
termination of the Rights Holders employment with the Company or a Subsidiary for any reason will
terminate on the date of termination of employment.
In the event that the Rights Holders employment with the Company and its Subsidiaries is
terminated for Cause, all SARs will terminate as of the time of such termination, notwithstanding
any other provision of this Agreement.
(a) SARs may not be transferred except by will or the laws of descent and distribution and may
not be exercised during the lifetime of the Rights Holder except by the Rights Holder or the Rights
Holders guardian or legal representative acting on behalf of the Rights Holder in a fiduciary
capacity under state law and court supervision.
(b) Notwithstanding the provisions of Section 5(a), SARs shall be transferable by a Rights
Holder without payment of consideration therefor by the transferee, to any one or more members of
the Rights Holder s Immediate Family (or to one or more trusts established solely for the benefit
of such Participant and/or one or more members of the Rights Holder s Immediate Family or to one
or more partnerships in which the only partners are such Rights Holder and/or members of the Rights
Holder s Immediate Family); provided, however, that (i) no such transfer shall be effective unless
reasonable prior notice thereof is delivered to the Company and such transfer is thereafter
effected in accordance with any terms and conditions that shall have been made applicable thereto
by the Company or the Board and (ii) any such transferee shall be subject to the same terms and
conditions hereunder as the Rights Holder. Following transfer, any such SARs shall continue to be
subject to the same terms and conditions as were applicable immediately prior to transfer, provided
that the term Rights Holder shall be deemed to refer to the transferee. The events of
termination of employment of Sections 1 and 4 shall continue to be applied
with respect to the original Rights Holder, following which the SARs shall be exercisable by the
transferee only to the extent, and for the period specified in this Agreement.
. The Committee will make any adjustments in the Grant Price and/or the
number of SARs that the Committee may determine to be equitably required to prevent dilution or
enlargement of the Rights Holders rights under this Agreement that would result from any (a) stock
dividend, stock split, combination of shares, recapitalization or other change in the capital
structure of the Company, (b) merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation or other distribution of assets, issuance of rights
or warrants to purchase Company securities or (c) other corporate transaction or event having an
effect similar to any of the foregoing.
(a) The Company will compute and report all taxes related to an exercise of SARs based upon
the Market Value of GenCorp Inc. Common Shares on the Exercise Date. The amount of taxable income
reported in connection with a SAR exercise will not be affected by previous or subsequent market
(b) The Company will withhold all applicable federal, state, local, FICA, Social Security
or foreign taxes in connection with the exercise of SARs.
. The Plan and this Agreement will not confer upon the Rights
Holder any right with respect to the continuance of service as a Director with the Company and will
not interfere in any way with any right that the Company would otherwise have to terminate the
service of the Rights Holder as a Director at any time.
Relation to Other Benefits
. Any economic or other benefit to the Rights Holder
under this Agreement will not be taken into account in determining any benefits to which the Rights
Holder may be entitled under any retirement or other benefit or compensation plan maintained by the
Company unless provided otherwise in any such plan.
. Any notice necessary under this Agreement will be addressed to the
Company or the Committee at the principal executive office of the Company and to the Rights Holder
at the address appearing in the personnel records of the Company for such Rights Holder, or to
either party at such other address as either party may designate in writing to the other. Any such
notice will be deemed effective upon receipt thereof by the addressee.
Agreement Subject to the Plan
. The SARs granted under this Agreement and all of
the terms and conditions hereof are subject to all of the terms and conditions of the Plan. In the
event of any inconsistency between this Agreement and the Plan, the terms of the Plan will govern.
. Any amendment to the Plan will be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto; provided, however, that no
amendment will adversely affect the rights of the Rights Holder under this Agreement without the
Rights Holders consent.
. In the event that one or more of the provisions of this Agreement
is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated
will be deemed to be separable from the other provisions hereof, and the remaining provisions
hereof will continue to be valid and fully enforceable.
. This Agreement will be construed and governed in accordance with
the laws of the State of Ohio.
Certain Defined Terms
. In addition to the terms defined elsewhere herein, when
used in the Agreement, terms with initial capital letters have the meaning given such term under
the Plan, as in effect from time to time.
This Agreement is executed as of the ___day of ___, 2005.
The undersigned Rights Holder hereby acknowledges receipt of an executed original of this
Stock Appreciation Rights Agreement and accepts the SARs subject to the applicable terms and
conditions of the Plan and the terms and conditions hereinabove set forth.