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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
GenCorp Inc.
 
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     1) Title of each class of securities to which transaction applies:
     
 
     2) Aggregate number of securities to which transaction applies:
     
 
     3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
 
     4) Proposed maximum aggregate value of transaction:
     
 
     5) Total fee paid:
     
 
     o Fee paid previously with preliminary materials.
     
 
     o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     
 
     1) Amount Previously Paid:
     
 
     2) Form, Schedule or Registration Statement No.:
     
 
     3) Filing Party:
     
 
     4) Date Filed:
     
 

 


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(GENCORP LOGO)   P.O. Box 537012
Sacramento, CA 95853-7012
 
February [  ], 2010
 
Dear Shareholder:
 
You are cordially invited to attend the 2010 Annual Meeting of Shareholders of GenCorp Inc., which will be held on March 24, 2010 at 9:00 a.m. Eastern time, at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York. Details of the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting and Proxy Statement. Your vote is important. Whether or not you are able to attend, it is important that your shares be represented at the meeting. Accordingly, we ask that you please complete, sign, date and return the enclosed proxy card at your earliest convenience.
 
On behalf of the Board of Directors and the management of GenCorp Inc., I extend our appreciation for your continued support.
 
Very truly yours,
 
/s/  James R. Henderson
JAMES R. HENDERSON
Chairman of the Board


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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR THE 2010 ANNUAL MEETING OF SHAREHOLDERS
PROPOSAL 1 ELECTION OF DIRECTORS
REPORT OF THE AUDIT COMMITTEE
ORGANIZATION & COMPENSATION COMMITTEE REPORT
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
SUMMARY COMPENSATION TABLE
2009 GRANTS OF PLAN-BASED AWARDS
OUTSTANDING EQUITY AWARDS AT 2009 FISCAL YEAR END
2009 OPTION/SARs EXERCISES AND STOCK VESTED
2009 PENSION BENEFITS
2009 NON-QUALIFIED DEFERRED COMPENSATION
PROPOSAL 2 APPROVAL TO AMEND THE COMPANY’S CHARTER TO RESTRICT CERTAIN TRANSFERS OF COMMON STOCK TO PRESERVE THE VALUE OF CERTAIN TAX ASSETS ASSOCIATED WITH NET LOSS CARRYFORWARDS UNDER SECTION 382 OF THE INTERNAL REVENUE CODE
PROPOSAL 3 APPROVAL OF AN AMENDMENT OF THE GENCORP 2009 EQUITY AND PERFORMANCE INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED AND RESERVED FOR ISSUANCE THEREUNDER
PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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(GENCORP LOGO)   P.O. Box 537012
Sacramento, CA 95853-7012
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
 
TIME: 9:00 a.m. Eastern time on Wednesday, March 24, 2010
 
PLACE: The offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York
 
ITEMS OF BUSINESS:
1.  To elect eight directors to our Board of Directors to serve until the 2011 annual meeting of shareholders and until their respective successors have been duly elected and qualified;
 
2.  To amend the Company’s Amended Articles of Incorporation to restrict transfers of the Company’s common stock to preserve the value of certain tax assets associated with net operating loss carryforwards under Section 382 of the Internal Revenue Code;
 
3.  To approve an amendment to the GenCorp 2009 Equity and Performance Incentive Plan to increase the number of shares authorized and reserved for issuance thereunder by 1,000,000 shares;
 
4.  To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending November 30, 2010; and
 
5.  To consider and act on such other business as may properly be brought before the meeting or any adjournments or postponements thereof.
 
RECORD DATE: This Notice of Annual Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about February [  ], 2010 to each holder of record of GenCorp common stock, par value $0.10 per share, at the close of business (5:00 p.m. Eastern time) on January 29, 2010 (the “Record Date”). You are entitled to vote at the 2010 annual meeting of shareholders (the “Annual Meeting”) if you were a shareholder of record at the close of business on the Record Date.
 
ANNUAL MEETING ADMISSION: In addition to a form of personal photo identification, you must bring evidence of your ownership of GenCorp common stock (which, if you are a beneficial holder, can be obtained from your bank, broker or other record holder of your shares) in order to be admitted.


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PROXY VOTING: It is important that your shares be represented and voted at the meeting. You may vote your shares by voting in person at the meeting, by completing and returning the enclosed proxy card, by Internet or by telephone. See details under the heading “How do I vote?”
 
INSPECTION OF LIST OF SHAREHOLDERS OF RECORD: A list of the shareholders of record as of the Record Date will be available for inspection at the Annual Meeting.
 
By Order of the Board of Directors,
 
/s/  KATHLEEN E. REDD
Vice President,
Chief Financial Officer
and Secretary


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(GENCORP LOGO)   P.O. Box 537012
Sacramento, CA 95853-7012
 
PROXY STATEMENT
FOR THE 2010 ANNUAL MEETING OF SHAREHOLDERS
 
To Be Held On March 24, 2010
 
GENERAL INFORMATION
 
The Board of Directors (the “Board”) of GenCorp Inc., an Ohio corporation (“GenCorp” or the “Company”) solicits the enclosed proxy for use at the Company’s 2010 annual meeting of shareholders (the “Annual Meeting”) to be held at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York on March 24, 2010 at 9:00 a.m. Eastern time.
 
FREQUENTLY ASKED QUESTIONS
 
WHY DID I RECEIVE THIS PROXY STATEMENT?
 
The Board is soliciting your proxy to vote at the Annual Meeting because you were a shareholder of the Company’s common stock, par value $0.10 per share (“Common Stock”), at the close of business (5:00 p.m. Eastern time) on January 29, 2010, (the “Record Date”) and therefore you are entitled to vote at the Annual Meeting. This Proxy Statement contains information about the matters to be voted on at the meeting and the voting process, as well as information about the Company’s directors (“Directors”) and executive officers. This Proxy Statement and the accompanying proxy card are being made available to shareholders beginning on or about February [  ], 2010.
 
WHAT AM I VOTING ON?
 
You are voting on the following items of business at the Annual Meeting:
 
  •  The election of eight directors to our Board (the Board’s nominees are: Thomas A. Corcoran; James R. Henderson; Warren G. Lichtenstein; David A. Lorber; James H. Perry; Scott J. Seymour; Martin Turchin; and Robert C. Woods ) to serve until the 2011 annual meeting of shareholders and until their respective successors have been duly elected and qualified (“Proposal 1”);
 
  •  To amend the Company’s Amended Articles of Incorporation (the “Charter”) to restrict transfers of the Company’s Common Stock to preserve the value of certain tax assets associated with net operating loss carryforwards under Section 382 of the Internal Revenue Code ( “Proposal 2”);
 
  •  To approve an amendment to the GenCorp 2009 Equity and Performance Incentive Plan (the “2009 Incentive Plan”) to increase the number of shares authorized and reserved for issuance thereunder by 1,000,000 shares (“Proposal 3”);
 
  •  The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending November 30, 2010 (“Proposal 4”); and
 
  •  Any other matter that may properly be brought before the Annual Meeting.
 
WHO IS ENTITLED TO VOTE?
 
Shareholders of record as of the Record Date are entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote.


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WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD?
 
The Board recommends that you vote your shares “FOR” each of the Board’s eight nominees standing for election to the Board, “FOR” the approval to amend the Company’s Charter to restrict transfers of the Company’s Common Stock to preserve the value of certain tax assets associated with net operating loss carryforwards under Section 382 of the Internal Revenue Code, “FOR” the approval of an amendment to the 2009 Incentive Plan to increase the number of shares authorized and reserved for issuance thereunder by 1,000,000 shares, and “FOR” the ratification of PwC as the Company’s independent registered public accounting firm .
 
HOW DO I VOTE?
 
It is important that your shares are represented at the Annual Meeting whether or not you attend the meeting in person. To make sure that your shares are represented, we urge you to vote as soon as possible.
 
SHARES HELD IN THE GENCORP RETIREMENT SAVINGS PLAN
 
Please follow the voting instructions provided by Fidelity Management Trust Company, (the “Trustee”). You may sign, date and return a voting instruction card to the Trustee or submit voting instructions by telephone or the Internet. If you provide voting instructions by mail, telephone, or the Internet, the Trustee will vote your shares as you have directed (or not vote your shares, if that is your direction). If you do not provide voting instructions, the Trustee will vote your shares in the same proportion as shares for which the Trustee has received voting instructions. You must submit voting instructions to the Trustee by no later than March [  ], 2010 at 11:59 p.m. Eastern time in order for your shares to be voted as you have directed by the Trustee at the Annual Meeting. Plan participants may not vote their Plan shares in person at the Annual Meeting.
 
SHARES HELD BY YOU, YOUR BROKER, BANK OR OTHER HOLDER OF RECORD
 
You may vote in several different ways:
 
In person at the Annual Meeting
 
You may vote in person at the Annual Meeting. You may also be represented by another person at the meeting by executing a proxy properly designating that person. If you are the beneficial owner of shares held in “street name,” you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the meeting.
 
By telephone
 
You may vote by calling the toll-free telephone number indicated on your proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your voting instructions have been properly recorded.
 
By Internet
 
You may vote by going to the Internet web site indicated on your proxy card. Confirmation that your voting instructions have been properly recorded will be provided.
 
By mail
 
You may vote by completing, signing, dating and returning a proxy card.


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Telephone and Internet voting for shareholders of record will be available until 11:59 p.m. Eastern time on March 23, 2010.
 
If your shares are held in a brokerage account in your broker’s name, please follow the voting directions provided by your broker or nominee. You may sign, date and return a voting instruction card to your broker or nominee or, in most cases, submit voting instructions by telephone or the Internet to your broker or nominee. If you provide specific voting instructions by mail, telephone, or Internet, your broker or nominee will vote your shares as you have directed.
 
If you choose to vote by telephone or by Internet, you do not have to return your proxy card or voting instruction card. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the meeting.
 
MAY I ATTEND THE MEETING?
 
All shareholders and properly appointed proxy holders may attend the Annual Meeting. Shareholders who plan to attend must present valid photo identification. If you hold your shares in a brokerage account, please also bring proof of your share ownership, such as a broker’s statement showing that you owned shares of the Company on the Record Date, or a legal proxy from your broker or nominee. A legal proxy is required if you hold your shares in a brokerage account and you plan to vote in person at the Annual Meeting. Shareholders of record will be verified against an official list available at the Annual Meeting. The Company reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the Record Date.
 
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
 
If your shares are registered directly in your name with GenCorp’s transfer agent, BNY Mellon Shareowner Services, you are considered a “shareholder of record” or a “registered shareholder” of those shares. The Proxy Statement, Annual Report and proxy card have been made available directly to shareholders of record by the Company. If your shares are held in a stock brokerage account or by a bank, trust or other nominee or custodian, you are considered the “beneficial owner” of those shares, which are held in “street name.” The proxy materials will be forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the shareholder of record.
 
As the beneficial owner, you have the right to direct your broker, bank, trustee or other holder of record as to how to vote your shares by following its instructions for voting. However, since you are not a shareholder of record, you may only vote your shares at the Annual Meeting if you bring a legal proxy from your broker, bank or nominee. Your broker, bank or nominee will enclose a voting instruction card to use in directing the broker, bank or other nominee on how to vote your shares.
 
WHAT ARE BROKER NON-VOTES AND HOW ARE THEY COUNTED?
 
Broker non-votes occur when nominees, such as brokers and banks holding shares on behalf of the beneficial owners, are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions at least ten days before the Annual Meeting. If no instructions are given within that time frame, the nominees may vote those shares on matters deemed “routine” by the New York Stock Exchange (“NYSE”). On non-routine matters such as Proposal Nos. 1, 2 and 3, nominees cannot vote without instructions from the beneficial owner, resulting in so-called “broker non-votes.” Broker non-votes are not counted for the purposes of determining the number of shares present in person or represented by proxy on a voting matter. For these reasons, please promptly vote by telephone, or Internet, or sign, date and return the voting instruction card your broker or nominee has enclosed, in accordance with the instructions on the card.


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MAY I CHANGE MY VOTE?
 
If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by:
 
  •  Returning a later-dated, signed proxy card;
 
  •  Sending written notice of revocation to the Company, c/o the Secretary;
 
  •  Submitting a new, proper proxy by telephone, Internet or paper ballot, after the date of the earlier voted proxy; or
 
  •  Attending the Annual Meeting and voting in person.
 
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described above.
 
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
 
Directors are elected by a plurality of the votes cast at the Annual Meeting. Votes cast for a nominee will be counted in favor of election. Abstentions and broker non-votes will not count either in favor of, or against, election of a nominee. Proxies cannot be voted for a greater number of persons than the number of Directors set by the Board for election. The affirmative vote of at least a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to approve Proposal 2, the amendment to the Charter. Broker non-votes and abstentions will be counted for purposes of determining whether there is a quorum and will have the same effect as a vote against Proposal 2. Proposal 3, the amendment to the 2009 Incentive Plan, and Proposal 4, the ratification of the appointment of the Company’s independent auditors, will require the affirmative vote of a majority of all of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the vote on Proposal 3 and Proposal 4.
 
DO SHAREHOLDERS HAVE CUMULATIVE VOTING RIGHTS WITH RESPECT TO THE ELECTION OF DIRECTORS?
 
No. Shareholders do not have cumulative voting rights with respect to the election of Directors.
 
WHAT CONSTITUTES A QUORUM?
 
As of the Record Date, 58,782,480 shares of Common Stock were outstanding. A majority of the outstanding shares entitled to vote at the Annual Meeting, represented in person or by proxy, will constitute a quorum. Shares represented by a proxy that directs that the shares abstain from voting or that a vote be withheld on a matter will be included at the Annual Meeting for quorum purposes. Shares represented by proxy as to which no voting instructions are given as to matters to be voted upon will be included at the Annual Meeting for quorum purposes.
 
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
 
If you hold your shares in more than one account, you will receive a proxy card for each account. To ensure that all of your shares are voted, please complete, sign, date and return a proxy card for each account or use the proxy card to vote by telephone or Internet.
 
WHAT IF I SHARE AN ADDRESS WITH ANOTHER SHAREHOLDER?
 
If you share an address with another shareholder, you may receive only one set of proxy materials (including this Proxy Statement and the Company’s 2009 Annual Report on Form 10-K) unless you have


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provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, you may contact us at the address set forth below. Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may contact us at the below address to request delivery of a single copy of these materials.
 
WHAT IS THE COMPANY’S INTERNET ADDRESS?
 
The Company’s Internet address is www.GenCorp.com. You can access this Proxy Statement and the Company’s 2009 Annual Report on Form 10-K at this Internet address. The Company’s filings with the SEC are available free of charge via a link from this address. A copy of the Company’s 2009 Annual Report on Form 10-K is also available in print to any shareholder or other interested person who requests it by writing to Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, California 95853-7012 (if by overnight courier, then Highway 50 & Aerojet Road, Rancho Cordova, California 95742).
 
WILL ANY OTHER MATTERS BE VOTED ON?
 
As of the date of this Proxy Statement, our management knows of no other matter that will be presented for consideration at the Annual Meeting other than those matters discussed in this Proxy Statement. If any other matters properly come before the Annual Meeting and call for a vote of the shareholders, validly executed proxies in the enclosed form will be voted in accordance with the recommendation of the Board.
 
WHO IS SOLICITING PROXIES UNDER THIS PROXY STATEMENT?
 
The proxies being solicited hereby are being solicited by our Board. The cost of soliciting proxies in the enclosed form will be borne by the Company. Officers and regular employees of the Company may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile or electronic means. The Company will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
 
ARE THERE DISSENTER’S OR APPRAISAL RIGHTS?
 
The Company’s shareholders are not entitled to dissenter’s or appraisal rights under Ohio law in connection with any of the Proposals.


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PROPOSAL 1
ELECTION OF DIRECTORS
 
The Company’s Amended Code of Regulations provides for a Board of not less than eight or more than seventeen Directors, and authorizes the Board to determine from time to time the number of Directors within that range that will constitute the Board by the affirmative vote of a majority of the members then in office. The Board has fixed the number of Directors to be elected at the Annual Meeting at eight.
 
The Board has proposed the following nominees for election as Directors at the Annual Meeting: Thomas A. Corcoran; James R. Henderson; Warren G. Lichtenstein; David A. Lorber; James H. Perry; Scott J. Seymour; Martin Turchin; and Robert C. Woods. Each nominee elected as a Director will continue in office until the next annual meeting of shareholders at which his successor has been elected, or until his resignation, removal from office, or death, whichever is earlier.
 
Each nominee is currently serving as a Director and each has consented to serve for the new term. On January 5, 2010, the Board unanimously authorized an increase in the size of the Board from seven to eight members. Effective January 6, 2010, the Board elected Mr. Seymour to serve as a Director to fill the vacancy created by the increase in the size of the Board. With the exception of Mr. Seymour, all nominees have previously been elected as Directors by the Company’s shareholders.
 
The Board recommends a vote FOR the election of these nominees as Directors.
 
Set forth below are the names and ages of the nominees for Directors and their principal occupations at present and for the past five years. There are, to the knowledge of the Company, no agreements or understandings by which these individuals were so selected. No family relationships exist between any Directors or executive officers, as such term is defined in Item 402 of Regulation S-K promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The information concerning the nominees set forth below is given as of December 31, 2009.
 
THOMAS A. CORCORAN
Director since 2008
 
Mr. Corcoran has been a Senior Advisor of The Carlyle Group, a private equity investment firm, and the President of Corcoran Enterprises, LLC, a management consulting company, since 2001. Previously Mr. Corcoran was also the President and Chief Executive Officer (“CEO”) of Gemini Air Cargo, Inc., a cargo airline owned by The Carlyle Group, from 2001 to 2004. Prior to that, Mr. Corcoran was President and CEO of Allegheny Teledyne Incorporated, a specialty metals producer from 1999 to 2000. Prior to that, Mr. Corcoran was President and Chief Operating Officer (“COO”) of Lockheed Martin’s Electronics and Space Sectors from 1993 to 1999. Mr. Corcoran began his career in 1967 at General Electric Company in various positions. In 1990, Mr. Corcoran was elected a corporate officer and rose to the number two position in G.E. Aerospace as Vice President and General Manager of G.E. Aerospace Operations. Mr. Corcoran is a director with three U.S. listed public companies; L-3 Communications Holdings, Inc. (Chairman of the Board and Audit Committee member), REMEC, Inc. and LaBarge, Inc. (Audit Committee member). Mr. Corcoran is also a director with Aer Lingus, Ltd. based in Dublin, Ireland and Serco, Ltd. based in Surry, UK. Mr. Corcoran serves as a director of American Ireland Fund, on the board of trustees of Stevens Institute of Technology and is a trustee emeritus at Worcester Polytechnic Institute. Mr. Corcoran currently serves as a member of the Organization & Compensation Committee. Age 65.


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JAMES R. HENDERSON
Director since 2008
 
Mr. Henderson is a Managing Director and operating partner of Steel Partners LLC, a global management firm (“Steel Partners”), which is the manager of Steel Partners Holdings L.P., a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies (“SPH”). He has been associated with Steel Partners and its affiliates since August 1999. He has been the Chairman of the Board of Point Blank Solutions, Inc., a designer and manufacturer of protective body armor, since August 2008, CEO since September 2009 and was Acting CEO from April 2009 to August 2009. Mr. Henderson was an Executive Vice President of SP Acquisition Holdings, Inc., a company formed for the purpose of acquiring one or more businesses or assets (“SP Acquisition”), from February 2007 until October 2009. Mr. Henderson has been a director of Del Global Technologies Corp., a designer, manufacturer, and marketer of medical imaging and diagnostic systems and power conversion subsystems and components, since November 2003. He has been a director of BNS Holding, Inc., a holding company that owns the majority of Collins Industries, Inc., a manufacturer of school buses, ambulances and terminal trucks, since June 2004. Mr. Henderson has been a director of SL Industries, Inc., a designer, manufacturer, and marketer of power electronics, motion control, power protection, and specialized communication equipment (“SL Industries”), since January 2002. He was a director of Angelica Corporation, a provider of healthcare linen management services, from August 2006 to August 2008. Mr. Henderson was a director and CEO of the predecessor entity of SPH from June 2005 to April 2008, President and COO from November 2003 to April 2008, and was the Vice President of Operations from September 2000 to December 2003. He was also the CEO of WebBank, a wholly-owned subsidiary of SPH, from November 2004 to May 2005. He was a director of ECC International Corp., a manufacturer and marketer of computer controlled simulators for training personnel to perform maintenance and operation procedures on military weapons, from December 1999 to September 2003 and was acting CEO from July 2002 to March 2003. Mr. Henderson has been the President of Gateway Industries, Inc., a provider of database development and web site design and development services, since December 2001. From January 2001 to August 2001, he was President of MDM Technologies, Inc., a direct mail and marketing company. Mr. Henderson currently serves as Chairman of the Board and Chairman of the Corporate Governance & Nominating Committee. Age 52.
 
WARREN G. LICHTENSTEIN
Director since 2008
 
Mr. Lichtenstein is the Chairman and CEO of Steel Partners. Mr. Lichtenstein has been associated with Steel Partners and its affiliates since 1990. He currently serves as the Chairman and CEO of SPH. Mr. Lichtenstein is a Co-Founder of Steel Partners Japan Strategic Fund (Offshore), L.P., a private investment partnership investing in Japan, and Steel Partners China Access I LP, a private equity partnership investing in China. He also co-founded Steel Partners II, L.P. (“SPII”) in 1993, a private investment partnership which is now a wholly-owned subsidiary of SPH. Mr. Lichtenstein was the Chairman of the Board, President and CEO of SP Acquisition from February 2007 to October 2009. Mr. Lichtenstein was a director (formerly Chairman of the Board) of SL Industries from January 2002 to May 2008 and served as CEO from February 2002 to August 2005. Mr. Lichtenstein has served as Chairman of the Board of WHX Corporation, a diversified industrial products manufacturing company, since July 2005. He served as a director of KT&G Corporation, South Korea’s largest tobacco company, from March 2006 to March 2008. He was a director (formerly Chairman of the Board) of United Industrial Corporation, a company principally focused on the design, production and support of defense systems, which was acquired by Textron Inc., from May 2001 to November 2007. He served as a director of the predecessor entity of SPH from 1996 to June 2005, as Chairman and CEO from December 1997 to June 2005 and as President from December 1997 to December 2003. Mr. Lichtenstein currently serves as a member of the Organization & Compensation Committee. Age 44.


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DAVID A. LORBER
Director since 2006
 
Mr. Lorber is a Co-Founder and Portfolio Manager for FrontFour Capital Group LLC, a hedge fund since 2007. Previously, Mr. Lorber was a Senior Investment Analyst at Pirate Capital LLC, a hedge fund from 2003 to 2006. Prior to that, Mr. Lorber was an Analyst at Vantis Capital Management LLC, a money management firm and hedge fund from 2001 to 2003 and an Associate at Cushman & Wakefield, Inc. Mr. Lorber also serves as a Director of Fisher Communications Inc. and Huntingdon Real Estate Investment Trust. Mr. Lorber currently serves as Chairman of the Organization & Compensation Committee and as a member of the Audit Committee. Age 31.
 
JAMES H. PERRY
Director since 2008
 
Mr. Perry has been a self employed financial consultant since 2008. Previously, Mr. Perry served as Vice President of United Industrial Corporation, who through its wholly-owned subsidiary AAI Corporation designs, produces and supports aerospace and defense systems, from 1998 to 2007, as Chief Financial Officer (“CFO”) from 1995 to 2007, as Treasurer from 1994 to 2005, and as Controller from 2005 to 2007. Mr. Perry served as CFO of AAI Corporation from 2000 to 2007, as Treasurer from 2000 to 2005, and as Vice President from 1997 to 2007. Mr. Perry held various positions in the Assurance practice of Ernst & Young LLP, a global leader in assurance, tax, transaction and advisory services, from 1987 to 1994. Mr. Perry currently serves as Chairman of the Audit Committee and as a member of the Organization & Compensation Committee. Age 48.
 
SCOTT J. SEYMOUR
Director since January 2010
 
Mr. Seymour joined the Company on January 6, 2010, as President and Chief Executive Officer of the Company and was appointed President of Aerojet-General Corporation (“Aerojet”) on January 26, 2010. Mr. Seymour has served as a consultant to Northrop Grumman Corporation, a global defense and technology company (“Northrop”), since March 2008. Mr. Seymour joined Northrop in 1983. Prior to becoming a consultant in March 2008, Mr. Seymour most recently served as Corporate Vice President and President of Integrated Systems Sector of Northrop from 2002 until March 2008. Mr. Seymour also served as Vice President, Air Combat Systems, Vice President and B-2 Program Manager and Vice President, Palmdale Operations, of Northrop, from 1998 to 2001, 1996 to 1998 and 1993 to 1996, respectively. Prior to joining Northrop, Mr. Seymour was involved in the manufacture and flight-testing of F-14A, EF-111A and F/A-18A aircraft for each of Grumman Aerospace Corporation and McDonnell Aircraft Company. Mr. Seymour is a member of the National Museum United States Air Force Board of Managers and the Board of the Air Warrior Courage Foundation. He is also a member of the Florida Institute of Technology Board of Trustees. Age 59.
 
MARTIN TURCHIN
Director since 2008
 
Mr. Turchin is a Vice-Chairman of CB Richard Ellis, the world’s largest real estate services company, a position he has held since 2003. Previously, Mr. Turchin served as a Vice-Chairman of a subsidiary of Insignia Financial Group, a real estate brokerage, consulting and management firm from 1996 to 2003. Prior to that, Mr. Turchin was a principal and Vice-Chairman of Edward S. Gordon Company, a real estate brokerage, consulting and management firm from 1985 to 1996. Mr. Turchin has been a director of Boston Properties, a real estate investment trust, for more than ten years. Mr. Turchin held various positions with Kenneth E. Laub & Company, Inc., a real estate company, where he was involved in real estate acquisition, financing, leasing and consulting from 1971 to 1985. Mr. Turchin also serves as a trustee for the Turchin Family Charitable Foundation. Mr. Turchin currently serves as a member of the Audit Committee and as a member of the Corporate Governance & Nominating Committee. Age 68.


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ROBERT C. WOODS
Director since 2006
 
Mr. Woods has been an Investment Banker at Cornerstone Capital Advisors (“Cornerstone”), a real estate investment bank, since 1987. Mr. Woods has also been a real estate developer for Palladian Partners (“Palladian”), a real estate development company since 1983. At both Cornerstone and Palladian, Mr. Woods’ experience includes developing and financing master planned communities. Previously, Mr. Woods was the Vice President of Development for the Cullen Center in Houston, Texas from 1982 to 1983, a Project Manager and Vice President of Development for Hines Interests LLC, a real estate development company from 1980 to 1983, a Project Manager for Trammell Crow, a real estate development company from 1979 to 1980. Mr. Woods was also a consulting professor of real estate finance at Stanford University from 2000 to 2005. Mr. Woods is a Chartered Financial Analyst. Mr. Woods currently serves as a member of the Audit Committee and as a member of the Corporate Governance & Nominating Committee. Age 57.
 
Our Board unanimously recommends that shareholders vote FOR each of these nominees as Directors by executing and returning the proxy card or voting by one of the other ways indicated thereon. Proxies solicited by the Board will be so voted unless shareholders specify otherwise.
 
Voting for Directors
 
The Company has no provision for cumulative voting in the election of Directors. Therefore, holders of Common Stock are entitled to cast one vote for each share held on the Record Date for each of the candidates for election. Directors are elected by a plurality of the votes cast at the Annual Meeting; however, the Board has adopted a majority vote policy. Pursuant to such policy, in an uncontested election, any nominee for Director who receives a greater number of votes “withheld” for his election than votes “for” such election (a “Majority Withheld Vote”) shall promptly tender his resignation after such election for consideration by the Corporate Governance & Nominating Committee (the “Corporate Governance Committee”). In determining its recommendation to the Board, the Corporate Governance Committee will consider all factors deemed relevant by its members. These factors may include the underlying reasons why shareholders “withheld” votes for election from such Director (if ascertainable), the length of service and qualifications of the Director whose resignation has been tendered, the Director’s contributions to the Company, whether by accepting such resignation the Company will no longer be in compliance with any applicable law, rule, regulation or governing document, and whether or not accepting the resignation is in the best interests of the Company and our shareholders. Within 90 days thereafter, the Board, taking into account the recommendation of the Corporate Governance Committee and such additional information and factors that the Board believes to be relevant, must determine whether to accept or reject the resignation. The Director that tendered the resignation shall not participate in the consideration or determination of whether to accept such resignation. The Board shall disclose by press release its decision to accept or reject the resignation and, if applicable, the reasons for rejecting the resignation. If a majority of the Corporate Governance Committee members receive a Majority Withheld Vote at the same election, then the independent Directors who did not receive a Majority Withheld Vote will appoint a committee of independent Directors to consider the resignation offers and recommend to the Board whether to accept or reject them.
 
Votes cast for a nominee will be counted in favor of election. Abstentions and broker non-votes will not count either in favor of, or against, election of a nominee. It is the intention of the persons named in the accompanying form of proxy to vote for the election of the Board’s nominees, unless authorization to do so is withheld. Proxies cannot be voted for a greater number of persons than the number of Directors set by the Board for election. If, prior to the Annual Meeting, a nominee becomes unable to serve as a Director for any reason, the proxy holders reserve the right to substitute another person of their choice in such nominee’s place and stead. It is not anticipated that any nominee will be unavailable for election at the Annual Meeting.


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Retirement Policy
 
Under the Board’s retirement policy, a Director’s term of office normally expires at the annual meeting of shareholders following his 70th birthday. The Board’s retirement policy also provides that the Board may waive immediate compliance with the policy and request that a Director postpone his retirement until a subsequent date.
 
Meetings of the Board
 
The Board held 12 meetings during fiscal year 2009. All of the Directors who served during fiscal year 2009 attended at least 75% of the regularly scheduled and special meetings of the Board and Board committees on which they served and to which they were invited in fiscal year 2009. All of the Board’s nominees for election at the Annual Meeting are expected to attend the Annual Meeting. All but one of the Directors nominated for election at the 2009 annual meeting of shareholders were present at such meeting.
 
Meetings of Non-Employee Directors
 
Non-employee Directors meet in executive session as part of each regularly scheduled Board meeting. In 2009, the Chairman of the Board, presided at all such executive sessions. In the event of the Chairman’s absence, a non-employee Director would have been chosen on a rotating basis.
 
Determination of Independence of Directors
 
The Board has determined that to be considered independent, a Director may not have a direct or indirect material relationship with the Company. A material relationship is one which impairs or inhibits, or has the potential to impair or inhibit, a Director’s exercise of critical and disinterested judgment on behalf of the Company and its shareholders. In making its assessment of independence, the Board considers any and all material relationships not merely from the standpoint of the Director, but also from that of persons or organizations with which the Director has or has had an affiliation, or those relationships which may be material, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The Board also considers whether a Director was an employee of the Company within the last five years. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent” Director, including those set forth in pertinent listing standards of the NYSE as in effect from time to time. The NYSE’s listing standards require that all listed companies have a majority of independent directors. For a director to be “independent” under the NYSE listing standards, the board of directors of a listed company must affirmatively determine that the director has no material relationship with the company, or its subsidiaries or affiliates, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company or its subsidiaries or affiliates. In accordance with the NYSE listing standards, the Board has affirmatively determined that each of the Board’s nominees, other than Mr. Seymour, have no material relationships with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company.
 
Additionally, each of the Board’s nominees, other than Mr. Seymour, has been determined to be “independent” under the following NYSE listing standards, which provide that a director is not independent if:
 
  •  the director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer, of the Company;


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  •  the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
 
  •  (a) the director is a current partner or employee of a firm that is the Company’s internal or external auditor; (b) the director has an immediate family member who is a current partner of such a firm; (c) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (d) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time;
 
  •  the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or
 
  •  the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.
 
Board Committees
 
The Board maintains three standing committees: Audit Committee; Corporate Governance & Nominating Committee; and the Organization & Compensation Committee (“Compensation Committee”). In addition, a CEO Search Committee, Pricing Committee, and Special Committee were established as special committees. Assignments to, and chairs of, the committees are recommended by the Corporate Governance & Nominating Committee and approved by the Board. All committees report on their activities to the Board. Each standing committee operates under a charter approved by the Board. The charters for each of the standing committees are posted on the Company’s web site at www.GenCorp.com and in print to any shareholder or interested party who requests them by writing to Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, California 95853-7012 (if by overnight courier, then Highway 50 & Aerojet Road, Rancho Cordova, California 95742).
 
The following table provides the membership and total number of meetings held by each standing committee of the Board in fiscal year 2009:
 
                   
            Corporate
     
            Governance &
    Organization &
Name     Audit     Nominating     Compensation
Thomas A. Corcoran
                X
James R. Henderson
          X*      
Warren G. Lichtenstein
                X
David A. Lorber
    X           X*
James H. Perry
    X*           X
Martin Turchin
    X     X      
Robert C. Woods
    X     X      
Total meetings in fiscal year 2009
    6     3     7
                   
 
* Committee Chairperson


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The Audit Committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board has determined that each member of the Audit Committee meets all applicable independence and financial literacy requirements under the NYSE listing standards. The Board has also determined that Mr. Perry is an “audit committee financial expert” under the applicable rules promulgated pursuant to the Exchange Act. The Audit Committee reviews and evaluates the scope of the audits to be performed by, the adequacy of services performed by, and the fees and compensation of, the independent auditors. The Audit Committee also reviews the Company’s audited financial statements with management and with the Company’s independent auditors and recommends to the Board to include the audited financial statements in the Annual Report on Form 10-K; approves in advance all audit and permitted non-audit services to be provided by the independent auditors; reviews and considers matters that may have a bearing upon continuing auditor independence; prepares the report of the Audit Committee to be included in the Company’s proxy statement; appoints the independent auditors to examine the consolidated financial statements of the Company; reviews and evaluates the scope and appropriateness of the Company’s internal audit function, internal audit plans and system of internal controls; reviews and evaluates the appropriateness of the Company’s selection or application of accounting principles and practices and financial reporting; receives periodic reports from the internal audit and law departments; and reviews and oversees the Company’s compliance with legal and regulatory requirements.
 
The Corporate Governance Committee periodically reviews and makes recommendations to the Board concerning the criteria for selection and retention of Directors, the composition of the Board (including the Chairman of the Board), the structure and function of Board committees, and the retirement policy of Directors. The Corporate Governance Committee also assists in identifying, and recommends to the Board, qualified candidates to serve as Directors of the Company and considers and makes recommendations to the Board concerning Director nominations submitted by shareholders. The Corporate Governance Committee also periodically reviews and advises the Board regarding significant matters of public policy, including proposed actions by foreign and domestic governments that may significantly affect the Company; reviews and advises the Board regarding adoption or amendment of major Company policies and programs relating to matters of public policy; monitors the proposed adoption or amendment of significant environmental legislation and regulations and advises the Board regarding the impact such proposals may have upon the Company and, where appropriate, the nature of the Company’s response thereto; periodically reviews and advises the Board regarding the status of the Company’s environmental policies and performance under its environmental compliance programs; and periodically reviews and reports to the Board regarding the status of, and estimated liabilities for, environmental remediation. The Board has determined that each member of the Corporate Governance Committee meets all applicable independence requirements under the NYSE listing standards.
 
The Compensation Committee advises and recommends to the independent Directors the total compensation of the President and CEO. In addition, the Compensation Committee, with the counsel of the CEO, considers and establishes base pay and incentive bonuses for the other executive officers of the Company. The Compensation Committee also administers the Company’s deferred compensation plan, the 2009 Incentive Plan and the GenCorp 1999 Equity and Performance Incentive Plan (the “1999 Incentive Plan”). The Compensation Committee periodically reviews the organization of the Company and its management, including major changes in the organization of the Company and the responsibility of management as proposed by the CEO; monitors executive development and succession planning; reviews the effectiveness and performance of senior management and makes recommendations to the Board concerning the appointment and removal of officers; periodically reviews the compensation philosophy, policies and practices of the Company and makes recommendations to the Board concerning major changes, as appropriate; annually reviews changes in the Company’s employee benefit, savings and retirement plans and reports thereon to the Board; and approves, and in some cases recommends to the Board for approval, the compensation of officers, and executives of the Company. The Compensation


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Committee also reviews and makes recommendations to the Board regarding the compensation and benefits for Directors.
 
From time to time, the Board forms special committees when specific matters need to be addressed. During fiscal year 2008, a CEO Search Committee was established to identify and select a new CEO, consisting of Messrs. Corcoran, Lichtenstein, and Woods, with Mr. Lichtenstein serving as the Chairman of the committee. During fiscal year 2009, the CEO Search Committee continued to interview and evaluate candidates presented by Korn/Ferry International. In December 2009, the CEO Search Committee recommended to the full Board the appointment of Mr. Seymour as CEO of the Company. In December 2009, the Board authorized the Compensation Committee to negotiate an employment agreement with Mr. Seymour. After extensive negotiations, on an arms-length basis, with Mr. Seymour, and upon the recommendation of the CEO Search Committee and Compensation Committee, in January 2010 the Board unanimously approved the terms of the employment agreement with Mr. Seymour to serve as the President and CEO of the Company.
 
Also during fiscal year 2009, a Pricing Committee and Special Committee of the Board were established in connection with the Company’s debt refinancing efforts.
 
Director Nominations
 
The Corporate Governance Committee identifies potential director candidates through a variety of means, including recommendations from members of the Corporate Governance Committee, the Board, management and shareholders. The Corporate Governance Committee also may retain the services of a consultant to assist in identifying candidates. The Corporate Governance Committee will consider nominations submitted by shareholders. A shareholder who would like to recommend a nominee should write to the Chairman of the Corporate Governance Committee, c/o Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, California 95853-7012 (if by overnight courier, then Highway 50 & Aerojet Road, Rancho Cordova, California 95742). Any such recommendation must include (i) the name and address of the candidate; (ii) a brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate; and (iii) the candidate’s signed consent to serve as a Director if elected and to be named in the proxy statement.
 
Such nominations must be received by the Chairman of the Corporate Governance Committee no later than December 1st immediately preceding the date of the annual meeting of shareholders at which the nominee is to be considered for election. Since the date of the Company’s 2009 proxy statement, there have been no material changes to the procedures by which shareholders of the Company may recommend nominees to the Board.
 
The Corporate Governance Committee seeks to create a Board that is, as a whole, strong in its collective knowledge and diversity of skills and experience and background with respect to accounting and finance, management and leadership, business judgment, industry knowledge and corporate governance. When the Corporate Governance Committee reviews a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of the Board and the Company at that time, given the then-current mix of Director attributes.
 
Communications with Directors
 
Shareholders and other interested parties may communicate with the Board or individual Directors by mail addressed to: Chairman of the Corporate Governance Committee, c/o Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, California 95853-7012 (if by overnight courier, then Highway 50 & Aerojet Road, Rancho Cordova, California 95742). The Secretary may initially review communications to the Board or individual Directors and transmit a summary to the Board or individual Directors, but has discretion to exclude from transmittal any communications that are, in the reasonable judgment of the Secretary, inappropriate for submission to the intended recipient(s). Examples of communications that


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would be considered inappropriate for submission to the Board or a Director include, without limitation, customer complaints, solicitations, commercial advertisements, communications that do not relate directly or indirectly to the Company’s business or communications that relate to improper or irrelevant topics.
 
Compensation Committee Interlocks and Insider Participation
 
The Compensation Committee is composed entirely of non-employee independent Directors. As of November 30, 2009, the members of the Compensation Committee included David A. Lorber (Chairman), Thomas A. Corcoran, Warren G. Lichtenstein and James H. Perry. All non-employee independent Directors participate in decisions regarding the compensation of the President and CEO. None of the Company’s executive officers serve as a member of the Board or compensation committee of any entity that has one or more of its executive officers serving as a member of the Company’s Compensation Committee. In addition, none of the Company’s executive officers serve as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of the Company’s Board.
 
Director Compensation
 
The compensation of the Company’s non-employee Directors is determined by the Board upon the recommendations made by the Compensation Committee.
 
Annual Cash Compensation
 
Under our Director compensation program in effect for fiscal year 2009, each non-employee Director received an annual retainer fee of $50,000. The Chairman of the Board receives an annual retainer fee of $104,000. In addition, in fiscal year 2009 each non-employee Director received $4,000 for each Committee membership. Non-employee Directors who served as Chairperson of a Committee also received an additional annual fee of $8,000 with the exception of the Chairman of the Audit Committee who received $15,000.
 
Equity Grants
 
All non-employee Directors receive an annual grant of restricted shares of Common Stock under the 1999 Incentive Plan, which expired in August 2009, or the 2009 Incentive Plan as applicable, typically in March. In March 2009, each non-employee Director then in office received a grant of 1,750 restricted shares, with the exception of the Chairman of the Board, which received 3,500 restricted shares. Provided that the grantee remains in continuous service as a Director of the Company, the restricted shares vest and become non-forfeitable on the third anniversary of the grant. Non-employee Directors also receive a one-time award of 500 restricted shares of Common Stock as part of their initial election to the Board. All shares may be voted, but ownership may not be transferred until such shares are vested. Unless otherwise approved by the Board, unvested shares will be forfeited in the event of a voluntary resignation or refusal to stand for re-election.
 
All non-employee Directors receive an annual grant of 6,000 stock appreciation rights (“SARs”) or stock options at the Board’s discretion. The Chairman of the Board receives 12,000 SARs or stock options. In March 2009, each non-employee Director then in office received a grant of 6,000 SARs and the Chairman of the Board received 12,000 SARs. These SARs vest one year from the date of grant. Special grants of SARs or stock options may be made from time to time at the recommendation of the Compensation Committee and approval from the Board. In addition, in October 2009 each non-employee Director received 12,000 SARs. Fifty percent of these SARs vest six months from the date of grant with the remaining SARs vesting one year from the date of grant. All SARs have a ten-year term, under the 1999 Plan and a seven-year term under the 2009 Incentive Plan.


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Equity Ownership Guidelines for Non-employee Directors
 
In October 2007, the Board adopted equity ownership guidelines under which non-employee Directors are required to own equity in the Company in an amount equal to $150,000. In calculating the amount of equity owned by a Director, the Board looks at the value of Common Stock owned by such Director (restricted stock and stock owned outright), the value of any phantom stock owned by such Director as part of the Director Deferred Compensation Plan, and the value of any vested “in the money” options or SARs (i.e. market value of Company stock in excess of the strike price for the stock option or SAR). Directors have five years to meet the thresholds set forth in these equity ownership guidelines. The Board reviews these guidelines periodically, and considers adjustments when appropriate, including adjustments for material fluctuations in the Company’s stock price. The following table shows the current status of equity ownership for each non-employee Director as of November 30, 2009.
 
                               
      Value of Equity
           
Name     Ownership(*)     Date of Election     Years as a Director
Thomas A. Corcoran
    $ 41,776         09/24/08         1  
James R. Henderson
      91,095         05/16/08         2  
Warren G. Lichtenstein
      27,498,190         03/05/08         2  
David A. Lorber
      55,310         03/31/06         4  
James H. Perry
      47,500         05/16/08         1  
Martin Turchin
      47,500         03/05/08         2  
Robert C. Woods
      55,310         03/31/06         4  
                               
 
* Value is based on the stock price on November 30, 2009 of $7.81.
 
Director Deferred Compensation Plan
 
Directors annually may elect to defer all or a percentage of their cash compensation pursuant to the Deferred Compensation Plan for Non-employee Directors. The plan is unfunded, and deferred amounts if any, are deemed to be invested in, at the election of the Director, phantom shares in the GenCorp Stock Fund, a Standard & Poor’s 500 index fund, or a cash deposit program at the election of the Director. Deferred amounts and earnings thereon are payable at or commencing at a future date, in either a lump sum or installments as elected by the Director at the time of deferral. No deferrals were elected for fiscal year 2009. In addition, the GenCorp Stock Fund was eliminated as an investment option in 2009.
 
Other
 
The GenCorp Foundation matches employee and Director gifts to accredited, non-profit colleges, universities, secondary and elementary public or private schools located in the United States. Gifts made were matched dollar for dollar up to $7,500 per calendar year per donor until April 1, 2009, when the maximum match per donor per calendar year was changed to $3,000.
 
Non-employee Directors may also elect to participate in the same health benefits programs at the same cost as are offered to all of the Company’s employees. One Director participated in this plan in fiscal 2009. The Company also reimburses Directors for actual travel and other expenses incurred in attending Board and Committee meetings.


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2009 DIRECTOR COMPENSATION TABLE
 
The following table sets forth information regarding compensation for fiscal year 2009 for each of the individuals who served as a non-employee Director for the Company in fiscal year 2009.
 
                                                   
      Fees Earned or
          Option/SARs
    All Other
     
      Paid in Cash
    Stock Awards
    Awards
    Compensation
     
Name     ($)(1)     ($)(2)(3)     ($)(2)(3)(4)     ($)     Total ($)
Thomas A. Corcoran
    $ 54,000       $ 4,339       $ 52,152       $       $ 110,491  
James R. Henderson
      116,000         15,279         170,571                 301,850  
Warren G. Lichtenstein
      54,000         9,403         117,600                 181,003  
David A. Lorber
      66,000         7,638         126,933                 200,571  
James H. Perry
      73,000         7,268         117,600                 197,868  
Martin Turchin(5)
      58,000         9,403         117,600         3,000         188,003  
Robert C. Woods
      58,000         7,638         126,933                 192,571  
                                                   
 
(1) The amounts reported in this column for each non-employee Director reflect the dollar amount of the Board and Committee fees paid in fiscal year 2009.
 
(2) The amounts reported in these columns for each non-employee Director reflect the compensation costs for financial reporting purposes for fiscal year 2000 without the affects of estimated forfeitures. A description of these awards can be found under the section entitled Long-Term Incentives (Equity-Based Compensation) on page [  ]. A discussion of the assumptions used in calculating these values may be found in Note 9(c) in the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2009.


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(3) The following table shows the shares of restricted stock and SARs granted during fiscal year 2009 to each non-employee Director who served as a Director in fiscal year 2009, and the aggregate grant date fair value for each award. A discussion of the assumptions used in calculating these values may be found in Note 9(c) in the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2009.
 
                                         
                        Grant Date
      Grant
    Stock Awards(A)
    SARs Awards
    Fair Value
Name     Date     (#)     (#)     ($)
Thomas A. Corcoran
      3-25-09         1,750                 $ 4,183  
        3-25-09                   6,000(B )       9,840  
        10-06-09                   12,000(C )       46,320  
James R. Henderson
      3-25-09         3,500                   8,365  
        3-25-09                   12,000(B )       19,680  
        10-06-09                   12,000(C )       46,320  
Warren G. Lichtenstein
      3-25-09         1,750                   4,183  
        3-25-09                   6,000(B )       9,840  
        10-06-09                   12,000(C )       46,320  
David A. Lorber
      3-25-09         1,750                   4,183  
        3-25-09                   6,000(B )       9,840  
        10-06-09                   12,000(C )       46,320  
James H. Perry
      3-25-09         1,750                   4,183  
        3-25-09                   6,000(B )       9,840  
        10-06-09                   12,000(C )       46,320  
Martin Turchin
      3-25-09         1,750                   4,183  
        3-25-09                   6,000(B )       9,840  
        10-06-09                   12,000(C )       46,320  
Robert C. Woods
      3-25-09         1,750                   4,183  
        3-25-09                   6,000(B )       9,840  
        10-06-09                   12,000(C )       46,320  
                                         
 
(A) Shares of restricted stock vest in full on the third anniversary of the grant date if the Director is then serving on the Board.
 
(B) These SARs vest on March 25, 2010, if the Director is then serving on the Board. All such SARs were granted under the 1999 Incentive Plan and have a ten-year term.
 
(C) 50% of such SARs vest six months from the date of grant with the remaining SARs vesting one year from date of grant if the Director is then serving on the Board. All such SARs were granted under the 2009 Incentive Plan and have a seven-year term.


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(4) The following table shows the amount of outstanding and unexercised SARs awards as of November 30, 2009 for each non-employee Director who served as a Director in fiscal year 2009. No Director held stock options as of November 30, 2009.
 
           
      Outstanding and
      Unexercised
Name     SARs
Thomas A. Corcoran
      21,000  
James R. Henderson
      48,000  
Warren G. Lichtenstein
      36,000  
David A. Lorber
      41,000  
James H. Perry
      36,000  
Martin Turchin
      36,000  
Robert C. Woods
      41,000  
           
 
(5) All other compensation for Mr. Turchin represents matching donations made by the GenCorp Foundation for gifts made in fiscal year 2009.


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Security Ownership of Officers and Directors
 
The following table lists share ownership of Common Stock by the Company’s current Directors and the Named Executive Officers, as well as the number of shares beneficially owned by all of the current Directors and executive officers as a group. Unless otherwise indicated, share ownership is direct. Amounts owned reflect ownership as of January 20, 2010 (except for Messrs. Whitney and Lau, where total amounts owned are as of the date they terminated employment with the Company).
 
                     
      Amount and Nature of
     
Beneficial Owner     Beneficial Ownership(1)(2)     Percent of Class 
Directors
                   
Thomas A. Corcoran
      3,125            *
James R. Henderson(3)
      7,500            *
Warren G. Lichtenstein(4)
      3,518,813           6.0 %
David A. Lorber
      5,000            *
James H. Perry
      4,000            *
Martin Turchin
      4,000            *
Robert C. Woods
      5,000            *
Executive Officers
                   
J. Scott Neish
      28,404            *
Kathleen E. Redd(5)
      35,918            *
Chris W. Conley
      58,099            *
Robert E. Shenton
      13,671            *
Former Executive Officers
                   
Mark A. Whitney
      35,422            *
William M. Lau
      11,216            *
All Directors and Executive Officers as a group (13 persons)
      3,720,085           6.4 %
                     
 
Less than 1.0%
 
(1) Includes restricted shares granted under the 1999 Incentive Plan, the 2009 Incentive Plan, and shares owned outright. The number of shares beneficially owned by a current or former officer of the Company includes shares credited in the GenCorp Retirement Savings Plan as of January 20, 2010, (except for Messrs. Whitney and Lau, where amounts are as of the date they terminated employment with the Company).
 
(2) Includes shares issuable upon the exercise of stock options that may be exercised within 60 days of January 6, 2010 as follows: Mr. Neish — 2,200 shares, Ms. Redd — 3,999 shares, and Mr. Conley — 27,000 shares, and all current executive officers as a group — 50,199 shares. No Director held outstanding stock options.
 
(3) As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Mr. Henderson may be deemed a beneficial owner of all 3,514,813 shares of Common Stock owned by SPII.
 
(4) Includes shares beneficially owned by Messrs. Lichtenstein and Henderson and various affiliated entities, including SPII, SPH, Steel Partners, and Steel Partners II GP LLC (“Steel Partners GP”). All of the foregoing information is according to Amendment No. 18 to a Schedule 13D dated July 17, 2009, and filed with the SEC on July 17, 2009.
 
(5) 1,285 shares are held through the Revocable Trust of Paul K. and Kathleen E. Redd.


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Code of Ethics and Corporate Governance Guidelines
 
The Company has adopted a code of ethics known as the Code of Business Conduct that applies to the Company’s employees including the principal executive officer and principal financial officer. Copies of the Code of Business Conduct and the Company’s Corporate Governance Guidelines are available on the Company’s web site at www.GenCorp.com (copies are available in print to any shareholder or other interested person who requests them by writing to Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, California 95853-7012 (if by overnight courier, then Highway 50 & Aerojet Road, Rancho Cordova, California 95742)).
 
Related Person Transaction Policy
 
The Company has a written policy for the review of transactions in which the Company is a participant, the amount exceeded the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which any of the Company’s Directors or executive officers, or their immediate family members, had a direct or indirect material interest. Any such related party transaction was to be for the benefit of the Company and upon terms no less favorable to the Company than if the related party transaction was to an unrelated party. The Company’s Board is responsible for approving any such transactions and the Company’s CEO is responsible for maintaining a list of all existing related party transactions.
 
The Company had no transaction, nor are there any currently proposed transactions, in which the Company was or is to be a participant, where the amount involved exceeded the lesser of $120,000 or 1% of the average of the Company’s total assets at the year end for the last two completed fiscal years, and any Director, executive officer or any of their family members had a material direct or indirect interest reportable under applicable SEC rules or that required approval of the Board under the Company’s related party transaction policy.


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REPORT OF THE AUDIT COMMITTEE
 
The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of (i) the quality and integrity of the Company’s financial statements, (ii) the performance of the Company’s financial reporting process, internal control system, internal audit function, (iii) the Company’s compliance with legal and regulatory requirements, all areas for which management has the primary responsibility, and (iv) the independent auditors’ performance, qualifications and independence. The Audit Committee manages the Company’s relationship with its independent auditors, who report directly to the Audit Committee. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties, with funding from the Company for such advice and assistance. Management is primarily responsible for establishing and maintaining the Company’s system of internal controls and preparing financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
 
In fulfilling its responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements in the Annual Report including a discussion of the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
 
The Audit Committee reviewed and discussed the Company’s financial statements with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with GAAP, and discussed such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. In addition, the Audit Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61, as amended. PwC also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding communications with the Audit Committee concerning independence, and the Audit Committee discussed with PwC their independence from management and the Company.
 
The Audit Committee also reviewed with management and the independent auditors the preparation of the financial statements and related disclosures contained in the Company’s earnings announcements and quarterly reports.
 
The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee also received PwC’s report on the Company’s internal controls over financial reporting. The Company outlined these reports in its Annual Report on Form 10-K for the fiscal year ended November 30, 2009.
 
The Audit Committee met six times during fiscal year 2009.
 
In reliance on the reviews and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2009 for filing with the SEC. The Audit Committee appointed PwC as the Company’s independent registered public accounting firm for fiscal year 2010.
 
Submitted by the Audit Committee,
 
James H. Perry, Chairman
David A. Lorber
Martin Turchin
Robert C. Woods
 
January 26, 2010


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ORGANIZATION & COMPENSATION COMMITTEE REPORT
 
The Organization & Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Organization & Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. The Board has approved that recommendation.
 
 
Submitted by the Organization & Compensation Committee,
 
 
David A. Lorber, Chairman
Thomas A. Corcoran
Warren G. Lichtenstein
James H. Perry
 
 
January 26, 2010
 
EXECUTIVE COMPENSATION
 
Executive Officers of the Registrant
 
The following information is given as of January 20, 2010 and, except as otherwise indicated, each individual has held the same office during the preceding five-year period.
 
                 
Name   Title   Other Business Experience   Age  
 
Scott J. Seymour
  President and Chief Executive Officer of the Company and President of Aerojet (since January 2010)   Consultant to Northrop Grumman Corporation (“Northrop”) March 2008 — January 2010; Corporate Vice President and President of Integrated Systems Sector of Northrop 2002 — March 2008; Vice President, Air Combat Systems of Northrop 1998 — 2001; Vice President and B-2 Program Manager of Northrop 1996 — 1998; and Vice President, Palmdale Operations, of Northrop 1993 — 1996.     59  
Kathleen E. Redd
  Vice President, Chief Financial Officer (since January 2009), and Secretary (since February 2009)   Vice President, Controller and Acting Chief Financial Officer September 2008 — January 2009; Vice President, Finance 2006 — 2008; Assistant Corporate Controller, 2002 — 2006; Acting Vice President Controller GDX Automotive, 2003 — 2004 (concurrent with Assistant Corporate Controller position during divestiture activities); Vice President, Finance, for Grass Valley Group, 2001 — 2002; Vice President, Finance for JOMED, Inc., 2000 — 2001; Controller for EndoSonics Corporation, 1996 — 2000.     48  


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Name   Title   Other Business Experience   Age  
 
Chris W. Conley
  Vice President Environmental, Health and Safety (since October 1999)   Director Environmental, Health and Safety, March 1996 — October 1999; Environmental Manager, 1994 — 1996.     51  
Robert E. Shenton
  Vice President and Chief Operating Officer of Aerojet-General Corporation (since February 2008)   Vice President Operations and Tactical Programs, May 2000 — February 2008.     54  
 
The Company’s executive officers generally hold terms of office of one year and/or until their successors are elected.
 
COMPENSATION DISCUSSION AND ANALYSIS
 
Overview and Compensation Objectives
 
Our compensation program is designed to support our business goals and promote both short-term and long-term growth. In this section of the Proxy Statement, we explain how our compensation program is designed and operates with respect to our Named Executive Officers. The 2009 compensation program covered our former Interim President and CEO, CFO and Secretary, two of our most highly compensated Named Executive Officers who were officers as of the end of fiscal year 2009, plus our former Senior Vice President, General Counsel and Secretary, and our former Vice President, Treasurer who would have been Named Executive Officers had they been officers of the Company at the end of fiscal year 2009. The 2009 compensation program also covered other key employees of the Company.
 
We have designed our executive compensation program, under the direction of the Compensation Committee of our Board, to attract and retain highly qualified executive officers and directly link pay to performance. The Company’s strategic goals include improving the Company’s financial performance. Accordingly, as discussed in more detail below, the Compensation Committee set performance targets for annual cash bonuses for 2009 for our officers related to contract profit, cash flow, pre-tax earnings, awards, and certain other goals that include individual performance and accomplishments of a particular executive.
 
The Compensation Committee determines all matters of executive compensation and benefits, although our President and CEO provide input and initial recommendations to the Compensation Committee with respect to the Named Executive Officers other than the President and CEO. Our former Interim President and CEO, J. Scott Neish, and our Vice President and CFO, Kathleen E. Redd, provided input to the Compensation Committee with respect to the 2009 compensation program. The Compensation Committee advises and makes compensation recommendations to the independent members of the Board with respect to compensation for the President and CEO.
 
The objectives of our executive compensation program are as follows:
 
  •  Performance Incentives — provides a compensation structure under which a meaningful portion of total compensation is based on achievement of performance goals;
 
  •  Competitive Compensation — provides compensation that is competitive with compensation for executive officers providing comparable services, taking into account our size and complexity and the markets we serve;
 
  •  Retention Incentives — provides incentives for long-term continued employment with us; and
 
  •  Stakeholder Incentives — promotes an ownership interest that aligns management and shareholders. In this regard, the Compensation Committee approved share ownership guidelines that apply to our Named Executive Officers, where over a period of time, each Named Executive Officer is expected

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  to own shares of our Common Stock equal in total market value to a designated multiple of such executive officer’s annual salary.
 
Compensation Elements
 
The Compensation Committee sets base salaries, target annual cash incentive levels and target annual long-term incentive award values generally at the 50th percentile of competitive market levels as set forth in broad based industry surveys. The Compensation Committee does not identify specific companies for comparative purposes and no specific element of compensation is tied to benchmarking. In assessing competitive overall compensation, the Compensation Committee reviewed a combination of relevant data acquired from outside sources including Towers Watson (executive compensation database for annual revenue scope of less than $1 billion), Hewitt & Associates (executive survey for annual revenue scope of $500 million to $1 billion), and Mercer Human Resource Consulting (executive survey for annual revenue scope of $500 million to $1 billion).
 
The compensation program for executive officers has historically consisted of the following principal elements:
 
  •  Short-term compensation, including base salaries and annual cash incentive (bonus) awards;
 
  •  Long-term compensation equity incentive awards, including restricted stock, stock options and cash-settled SARs; and
 
  •  In-service and post-retirement/employment benefits — Pension and 401(k) Savings Plans.
 
The Committee believes that these elements of compensation create a flexible package that reflects the long-term nature of the Company’s businesses and rewards both short and long-term performance of the Company and individual in accordance with the objectives of the compensation program.
 
Short-term Compensation
 
Base Salaries
 
Base salaries are used to provide a fixed amount of compensation for the executive’s regular work. Each year, the Compensation Committee holds a meeting (typically in January), where it reviews and, in some cases, makes adjustments to base salaries. Typically, the effective date of merit increases in base salaries is in April of each year. Base salary increases can also occur upon an executive’s promotion. Any base salary increase for the Company’s executive officers must be approved by the Compensation Committee. In determining the amount of any increases in salaries, the Compensation Committee (i) compares current cash compensation with compensation for relevant executive positions set forth in broad-based industry studies and data described under Compensation Elements, (ii) assesses the individual performance of each of the executives, and (iii) takes into account the timing and amount of the last salary increase for each of the executives.
 
Annual Cash Incentive Program
 
The primary objective of our annual cash incentive program is to reward fiscal year performance and achievement of designated business strategic goals to provide competitive compensation to our senior management team. To those ends, the Compensation Committee sets performance targets such that total cash compensation (base salary plus annual cash bonus) will be within a competitive range of total cash compensation (generally at the 50th percentile level for comparable executives) if performance targets are met. In addition, our senior management team has individual performance targets. The annual cash incentive program follows our “pay for performance” philosophy. If individual or business targets are met, cash bonuses are paid; if minimum targets are not met, we will pay less or nothing at all. If targets


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are exceeded, the Compensation Committee has discretion to adjust payments to the executives. The Compensation Committee has discretion to increase, reduce or eliminate payments.
 
The Compensation Committee set performance targets for annual cash incentive program for our Named Executive Officers for fiscal year 2009. These targets consist of contract profit, cash flow, pre-tax earnings, contract awards, and certain other individual goals.
 
In the first quarter of each fiscal year, the Compensation Committee approves the annual cash incentive program for the executive officers of the Company. The target annual incentive bonus is established through an analysis of compensation for other relevant executive positions as noted in the broad-based studies described under Compensation Elements and is intended to provide a competitive level of compensation when the executives achieve their performance objectives. Combined salaries and target bonus levels, on an aggregate basis, are intended to approximate the 50th percentile level set forth in the broad-based studies. In the first quarter of each fiscal year, with the input of our President and CEO, CFO and Vice President, Human Resources, the Compensation Committee determines the following:
 
  •  sets the overall Company and performance objectives and payout ranges for the fiscal year;
 
  •  sets performance measures for the fiscal year;
 
  •  establishes a target, threshold, and maximum bonus opportunity for each executive officer; and
 
  •  measures performance and determines awards for the prior fiscal year.
 
Annual cash incentive bonuses are paid at the beginning of each fiscal year for the prior fiscal year’s performance. Bonuses paid are based upon the Compensation Committee’s (with input from the President and CEO and CFO) assessment of actual performance (individually and Company-wide) against pre-established Company and business segment performance objectives to determine the appropriate amount payable with respect to the applicable target bonus opportunity. The Compensation Committee has discretion to increase, reduce or eliminate payments.
 
The Compensation Committee tailors both performance measures and targets in order to most accurately approximate success criteria for both of our business segments and the Company’s performance overall. For fiscal year 2009, our current Named Executive Officers had the opportunity to earn up to the following percentages of their base salaries if all of their performance measures were met at the (100%) target levels:
 
  •  President and CEO* — 125%
 
  •  Business Unit Presidents* — 100%
 
  •  Vice Presidents — up to 50%
 
  *  The position of President and CEO and Business Unit President for the Real Estate segment was vacant during fiscal year 2009. Also, the Business Unit President for Aerojet served as our Interim CEO for fiscal year 2009, however, there was no adjustment to his target level bonus opportunity for fiscal year 2009.


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The criteria used in fiscal year 2009 applicable to our Named Executive Officers were the following:
 
                 
Executive Targets     Target
       
(Dollars in millions)     Opportunity       Achievement
Contract Profit(1)
      11.25%       22.50%
•   Threshold — under $47.9 — 0%
               
•   Target — $47.9 to $56.4 — 1% to 100%
               
•   Maximum — $56.5 to $67.7 — 101% to 200%
               
                 
Cash Flow(2)
      30.00%       18.00%
•   Threshold — under $39.8 — 0%
               
•   Target — $39.8 to $49.8 — 1% to 100%
               
•   Maximum — $49.9 to $64.7 — 101% to 200%
               
                 
Pre-tax Earnings(3)
      11.25%       22.50%
•   Threshold — under $32.0 — 0%
               
•   Target — $32.0 to $38.0 — 1% to 100%
               
•   Maximum — $38.1 to $46.0 — 101% to 200%
               
                 
Awards(4)
      22.50%       40.10%
•   Threshold — under $617.0 — 0%
               
•   Target — $617.0 to $771.0 — 1% to 100%
               
•   Maximum — $771.1 to $925.0 — 101% to 200%
               
                 
Personal Factors(5)
      25.00%       35.00% — 50.00%
•   Threshold — 0 x multiplier — 0%
               
•   Target — 1 x multiplier — 1% to 100%
               
•   Maximum — 2 x multiplier — 101% to 200%
               
                 
Totals
      100.00%       138.10% — 153.10%
                 
 
 
(1) We defined Contract Profit to be net sales recognized for our Aerospace and Defense segment less cost of sales of our Aerospace and Defense segment, exclusive of certain corporate, certain retirement benefit costs and other non-contract related costs.
 
(2) We defined Cash Flow to be the Aerospace and Defense segment performance before environmental remediation provision adjustments, retirement benefit plan income and expense and unusual items, further adjusted for depreciation and amortization, capital expenditures, changes in working capital balances and changes in long-term assets and liabilities and certain other adjustments.
 
(3) We defined Pre-Tax Earnings to be the Company’s income from continuing operations before income taxes, adjusted further for certain other items.
 
(4) We defined Awards to be the amount of money to be received for a contract of our Aerospace and Defense segment that has been directly appropriated by the U.S. Congress or for which a purchase order has been received from a commercial customer. In certain circumstances adjustments may be made for the timing of when Awards are received.
 
(5) Personal Factors include individual performance and accomplishments surrounding items which are of operating and/or strategic importance to the Company.
 
The fiscal year 2009 cash incentive bonus paid to each of the Named Executive Officers are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, which follows this Compensation Discussion and Analysis.


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Long-Term Incentives (Equity-Based Compensation)
 
The Company, upon the recommendation and approval of the Compensation Committee, established the performance objectives and other terms of the Company’s 2009 Long-Term Incentive Program (the “2009 LTIP”) for executive officers and other eligible employees of the Company. The 2009 LTIP has a three year performance period. The Company uses long-term incentive compensation for executives to reinforce four strategic objectives:
 
  •  to focus on the importance of returns to shareholders;
 
  •  to promote the achievement of long-term performance goals;
 
  •  to encourage executive retention; and
 
  •  to promote higher levels of Company stock ownership by executives.
 
Historically, the Company has strived to set a sizeable portion of the Named Executive Officer’s compensation in an equity-based form. This type of compensation, coupled with the Company’s share ownership guidelines, will result in the executives becoming shareholders with considerable personal financial interest in the fiscal health and performance of the Company.
 
The amount of equity-based awards granted to executives has been determined by subtracting the executive’s annual cash compensation opportunity from the total targeted annual compensation that is competitive with the market (generally in the 50th percentile range) based on broad based industry studies. The ultimate value of these equity-based awards has been driven in part by the executive’s performance in the past fiscal year and in part by their ability to increase the value of the Company going forward.
 
Our equity-based compensation in fiscal year 2009 included awards of restricted stock and stock options and are described as follows:
 
  •  Restricted stock — A grant of restricted stock is an award of shares of Common Stock that typically vests over a two- to five-year period after the grant date (depending upon the vesting conditions set by the Compensation Committee), provided that underlying goals are met in the case of performance-based grants or that the participant remains employed with the Company for the specified amount of time in the case of non-performance time-based grants. Restricted stock awards are designed to attract and retain executives by providing them with some of the benefits associated with stock ownership during the restriction period, while incentivizing them to remain with the Company. During the restricted period, the executives may not sell, transfer, pledge, assign or otherwise convey their restricted stock. However, executives may vote their shares and are entitled to receive dividend payments, if any are made. Executives who voluntarily resign or are terminated for cause prior to the end of the restriction period forfeit their restricted stock unless otherwise determined by the Compensation Committee.
 
  •  Stock options — A grant of stock option awards represents the right to purchase the Company’s stock at a fixed price for a defined period of time. The value of stock options reflect the difference between the value of shares of Common Stock at the time of exercise of the stock options and a predetermined exercise price. Stock options are designed to attract and retain executives by compensating them for increases in shareholder value over time. Stock options are generally exercisable in one-third increments at one year, two years, and three years from the date of grant provided that underlying goals are met in the case of performance-based grants and have a ten-year contractual life if granted under the 1999 Incentive Plan or a seven-year contractual life if granted under the 2009 Incentive Plan. As with restricted stock grants, executives who voluntarily resign or are terminated immediately forfeit all unvested stock options unless otherwise determined by the Compensation Committee.


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In order to promote improvement in the Company’s financial performance, the restricted stock and stock option grants made in fiscal year 2009 were performance awards and will vest upon the achievement of long-term financial performance goals set by the Compensation Committee. The performance targets for restricted stock and stock option vesting were revenue growth and pre-tax earnings as adjusted for certain items with vesting over 29 months from the date of grant, each with a weighting of 50%.
 
A review was conducted by the Compensation Committee in fiscal year 2009 to determine the appropriate mix of restricted stock and stock options granted in fiscal year 2009. The split was approximately one-half stock options and one-half restricted stock. We believe that this allocation is conducive to creating a balanced risk and reward profile for our Named Executive Officers. Stock options, are more sensitive to changing perceptions in the stock market as well as the Company’s performance during the life of the stock options. We believe the risk inherent in stock options and the relative level of stability implicit in restricted stock appropriately motivates our Named Executive Officers to achieve financial and operating goals that are aggressive, but achievable.
 
Annual restricted stock and stock option grants are typically made by the Compensation Committee to executives at the Compensation Committee’s first meeting of the fiscal year, usually in January or February. However, grants under the 2009 Incentive Plan were not made until August 2009. All such grants of stock options are made with an exercise price equal to the fair market value of a share of stock on the date of grant, which is defined generally as the closing price on the NYSE on the date of grant.
 
In order to strengthen the alignment between the interests of shareholders and the interests of executives of the Company, the Compensation Committee approved share ownership guidelines that apply to the Company’s executive officers. Under these guidelines, each executive officer is expected to have equity in the Company equal in aggregate market value to a designated multiple of such officer’s annual salary (CEO — five times base salary; Senior Vice Presidents and Business Unit Presidents if applicable — three times base salary; and Vice Presidents — one times base salary). In calculating the amount of equity owned by an executive, the Compensation Committee looks at the value of Company stock owned by the executive (regardless of whether it is restricted stock or vested), and the value of any vested “in the money” stock options or SARs (i.e. market value of stock in excess of the strike price for the stock option or SAR). Newly appointed executives are expected to be in compliance with the ownership guidelines within five years of their appointments. As of January 6, 2010, because of the significant drop in the Company’s stock price and the amount of time the Named Executive Officers have been in his or her position, none of the Named Executive Officers who are currently employed by the Company held equity in the Company equal in market value to these guidelines; however, all of such Named Executive Officers are in the transition period set forth in these guidelines. The Compensation Committee reviews these guidelines periodically, and considers adjustments when appropriate.
 
Pension Plans, 401(k) Savings Plan and Benefit Restoration Plans
 
Pension Plans
 
On November 25, 2008, Company amended the GenCorp Consolidated Pension Plan (the “Qualified Pension Plan”), and on December 31, 2008, effective January 1, 2009, the Company entered into the 2009 Benefits Restoration Plan for GenCorp Inc. Pension Plan (the “2009 Pension BRP Plan”) to replace the predecessor plan — The Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies, as amended (the “Prior Pension BRP”), in each case to freeze future benefit accruals. Effective February 1, 2009, future benefit accruals for all current salaried employees were discontinued, including the Named Executive Officers under the Qualified Pension Plan and the 2009 Pension BRP Plan. Effective July 31, 2009, future benefit accruals for all current bargaining unit and hourly employees were discontinued. Upon vesting, no employee will lose their previously earned pension


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benefit, which will be paid to the employee upon retirement in accordance with the terms of these pension plans.
 
The Named Executive Officers participate in the same tax-qualified pension plans as other employees. These plans include the Qualified Pension Plan, a tax-qualified defined benefit plan, and the 2009 Pension BRP Plan, a non-qualified defined benefit plan. The purpose of the 2009 Pension BRP Plan was to restore the pension plan benefits which executives and other highly compensated management personnel and their beneficiaries would otherwise lose as a result of the limitations under Section 401(a)(17) or 415 of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provisions from a tax-qualified pension plan, upon accrual and/or payment of benefits from the Qualified Pension Plan. By restoring such benefits, the 2009 Pension BRP Plan permits the total benefits to be provided on the same basis as applicable to all other employees under the Qualified Pension Plan. Effective January 1, 2009, obligations with respect to benefits that were earned or vested under the Prior Pension BRP after December 31, 2004, and which related to the restoration of pension plan benefits which executives and their beneficiaries would otherwise have lost as a result of Code limitations upon accrual and/or payment of benefits from a tax-qualified pension plan, along with all associated earnings, were transferred to, and will be maintained under and paid from the 2009 Pension BRP Plan. Accordingly, only benefits that are exempt from Section 409A of the Code will be maintained under and paid from the Prior Pension BRP, in accordance with the terms of the Prior Pension BRP. There are no employee contributions required in order to participate in these defined benefit plans. Eligibility to participate in the 2009 Pension BRP Plan is designated by the Compensation Committee.
 
The Qualified Pension Plan includes several formulas for the determination of benefits. Pension benefits are calculated under formulas based on compensation and length of service for salaried employees and under negotiated non-wage based formulas for bargaining unit and hourly employees. Participants receive the highest benefit calculated under any of the formulas for which they are eligible to participate. The formulas applicable to the Named Executive Officers are the “career average formula”, the “five-year average compensation formula”, the “update formula” and the “final average compensation formula.” These formulas define compensation to include base salary and annual incentive (cash bonus) compensation, except for the “final average compensation formula” which does not include incentive payments in compensation. Compensation and service earned on or after February 1, 2009, the pension freeze date applicable to the Named Executive Officers, is not considered in any of the benefit formulas.
 
  •  The “career average formula” provides that for each year of service prior to attainment of 35 years of service the employee will be credited 1.625% of annual compensation up to the Average Social Security Wage Base (“ASSWB”) for such year plus 2.0% of annual compensation in excess of the ASSWB; plus 2.0% of annual compensation after attainment of 35 years of service.
 
  •  The “five-year average compensation formula” is the sum of (A) and (B) where (A) equals the sum of (i) 1.125% of the participant’s highest five-year average compensation up to the ASSWB which is determined as of the earlier of (1) the participant’s termination date or (2) January 31, 2009, and (ii) 1.5% of such five-year average compensation in excess of the ASSWB, which sum is multiplied by the total of such years of service up to 35 years, and (B) equals 1.5% of such five-year average compensation multiplied by the total years of service in excess of 35 years.
 
  •  The “update formula” is the sum of (A) and (B) where (A) equals the sum of (i) 1.125% of the participants highest annual average compensation over 60 consecutive months up to the ASSWB which is determined as of the earlier of (1) the participant’s termination date or (2) January 31, 2009, and (ii) 1.5% of such annual average compensation in excess of the ASSWB, which sum is multiplied by the total of such years of service up to 35 years, and (B) equals 1.5% of such annual compensation multiplied by the total years of service in excess of 35 years.
 
  •  The “final average compensation formula” is the sum of (A) and (B), less (C), where (A) equals the sum of (i) 0.95% of the participant’s highest final average compensation up to the participant’s


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  Covered Compensation, as defined in the plan, and (ii) 0.65% of such final average compensation in excess of the participant’s Covered Compensation, which sum is multiplied by the total of such years of service up to 25 years, and (B) equals 0.40% of such final average compensation multiplied by the total years of service in excess of 25 years, and less (C) an offset (if applicable) which is the value of the participant’s Normal Retirement Benefit under the former Atlantic Research Corporation Employee Pension Plan for employees who were previously employed at a former Atlantic Research Corporation location and became an Aerojet employee, as a result of Aerojet’s acquisition of those locations.
 
The ASSWB is the 35 year average of the Social Security Taxable Wage Base. The ASSWB for the “career average formula”, the “five-year average compensation formula”, and the “update formula” is determined as of the earlier of (1) the participant’s termination date or (2) January 31, 2009. The published ASSWB applicable to the Named Executive Officers for the plan year ended November 30, 2009 is $54,000. The Covered Compensation for the “final average compensation formula” is the ASSWB based on the year the participant attains their Social Security Retirement Age (“SSRA’), hence may vary by participant.
 
Further details regarding benefits under these plans, including the estimated value of retirement benefits for each Named Executive Officer, are found in the section entitled 2009 Pension Benefits on page [  ]. The change in the actuarial pension value from fiscal year 2008 to fiscal year 2009 is presented in the “Change in Pension Value” column of the Summary Compensation Table on page [  ].
 
401(k) Savings Plan
 
The Named Executive Officers are also eligible to participate in the GenCorp Retirement Savings Plan, a 401(k) tax-qualified defined contribution savings plan which is available to all Company employees. Prior to January 15, 2009, the Company matched a portion of participating employee’s contributions to the GenCorp Retirement Savings Plan, however, the Company has suspended the employer matching contributions to the GenCorp Retirement Savings Plan for any non-union eligible employees.
 
2009 401(k) Benefits Restoration Plan
 
On December 31, 2008, effective January 1, 2009, the Company entered into a non-qualified, unfunded 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan (the “2009 401(k) BRP Plan”), to replace the predecessor plan — the Prior Pension BRP. The Named Executive Officers participate in the 2009 401(k) BRP Plan. The 2009 401(k) BRP Plan permits personal savings on a pre-tax basis. Effective January 15, 2009, the Company suspended employer contributions to the 2009 401(k) BRP Plan. Details about the 2009 401(k) BRP Plan are presented in the section entitled 2009 Non-qualified Deferred Compensation on page [  ].
 
Severance Agreements and Plan Provisions
 
The Company and the Named Executive Officers (other than Ms. Redd and Mr. Shenton) and other senior executive officers are parties to severance agreements. As described in more detail in the section entitled Severance Agreements on page [  ], in the event of a qualifying termination of employment of any of these individuals within three years after a change in control of the Company (as defined in the severance agreements), the Company would be required to pay such affected individual severance and other benefits as provided in the severance agreements. As a result of the Shareholder Agreement with SPII for itself and its affiliates dated March 5, 2008 (the “Shareholder Agreement”), a change in control (as defined in the severance agreements) occurred (the “2008 Change in Control”). In 2009, Mark A. Whitney and William M. Lau left the Company and their severance payments and other benefits in accordance with the terms of their executive severance agreement were paid six months after their


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departure date. Effective January 6, 2010, Mr. Neish left the Company and his severance payment and other benefits will be paid six months after this date.
 
On October 6, 2009, the Board, upon the recommendation and approval of the Compensation Committee, approved certain amendments to the Prior Pension Plan, the 2009 Pension BRP Plan, 2009 401(k) BRP Plan, the Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries, the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, and the GenCorp Inc. 1996 Supplemental Retirement Plan for Management Employees (collectively, the “Company Plans”). Pursuant to the amendments, the definition of “Change in Control” in each of the Company Plans was amended to mean the occurrence of any of the following events (i) all or substantially all (meaning having a total gross fair market value at least equal to 50.1% 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 (ii) the Company is merged, consolidated or reorganized into or with another corporation or entity during a twelve-month period with the result that upon the conclusion of the transaction less than 50.1% of the outstanding securities entitled to vote generally in the election of directors or other capital interests of the surviving, resulting or acquiring corporation are beneficially owned (as that term is defined in Rule 13-d 3 under the Securities Exchange Act of 1934, as amended) by the shareholders of the Company immediately prior to the completion of the transaction. The purpose of the amendments was to make the definition of “Change in Control” consistent in each of the Company Plans.
 
The members of the current Board and the Compensation Committee believe executive severance agreements are in the best interest of our shareholders to foster the continuous employment and dedication of key executives without potential distraction or personal concern.
 
Other
 
Effective April 15, 2009, the Company entered into a retention agreement with Mr. Conley our Vice President of Environmental, Health and Safety in which he will receive a retention bonus equal to $200,000 if he continues to be employed by the Company on March 6, 2011.
 
The GenCorp Foundation matches employee and Director gifts to accredited, non-profit colleges, universities, secondary and elementary public or private schools located in the United States. Gifts made were matched dollar for dollar up to $7,500 per calendar year per donor until April 1, 2009, at which time the maximum match per donor per calendar year changed to $3,000.
 
Tax Deductibility under Section 162(m)
 
Section 162(m) of the Code imposes limits on the deductibility of certain compensation in excess of $1 million paid to the CEO and other executive officers of public companies. Management and the Compensation Committee have reviewed the regulations and feel that the current compensation program and policies are appropriate. Depending upon a variety of factors (including Company performance), it is possible for one current executive officer to surpass the $1 million dollar threshold under the executive officer compensation program. In addition, severance payments paid to certain of the former executive officers and which may be paid to other executive officers in the event of qualified terminations under the executive severance agreements may exceed the $1 million threshold. At this time, the Compensation Committee believes that accommodating the Internal Revenue Service regulations will not produce material benefits or increases in shareholder value. However, the Compensation Committee intends to review this issue regularly and may change its position in future years.


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SUMMARY COMPENSATION TABLE
 
The following table sets forth information regarding compensation for each of the Named Executive Officers. As previously noted, Mr. Seymour became our President and CEO in January 2010. His compensation arrangements are described below under Compensation Committee Actions After Fiscal Year 2009. Mr. Neish resigned as our Interim President and Interim CEO in January 2010.
 
                                                                                           
                                    Non-Equity
    Change in
           
                        Stock
    Options/SARs
    Incentive Plan
    Pension
    All Other
     
Name and Principal Position     Year     Salary(1)     Bonus     Awards(2)     Awards(2)     Compensation(3)     Value(4)     Compensation(5)     Total
Executive Officers as of 11/30/09                                                                                          
                                                                                           
                                                                                           
J. Scott Neish
                                                                                         
Interim President and CEO and Vice       2009       $ 350,088       $       $       $ 147,164       $ 536,000       $ 174,386       $ 19,704       $ 1,227,342  
President; and President,       2008         340,137         350,000 (6)       135,718         (60,251 )       357,000         112,505         29,603         1,264,712  
Aerojet-General Corporation       2007         304,427                 187,281         60,251         275,203         96,602         29,041         952,805  
                                                                                           
                                                                                           
Kathleen E. Redd
                                                                                         
Vice President, CFO and Secretary(7)       2009         294,308         70,000         6,106         88,718         230,000         73,100         2,600         764,832  
        2008         228,533                 19,861         9,205         133,000         14,531         10,332         415,462  
                                                                                           
                                                                                           
Chris W. Conley(8)
                                                                                         
Vice President, Environmental, Health & Safety       2009         212,328                 1,526         67,437         148,000         240,190         1,840         671,321  
        2008         205,361                 29,889                 106,000         10,645         8,162         360,057  
                                                                                           
                                                                                           
Robert E. Shenton
                                                                                         
Vice President and COO, Aerojet-General Corporation       2009         251,059                 2,035         25,917         169,000         51,915         1,731         501,657  
                                                                                           
                                                                                           
Former Executive Officers as of 11/30/09
                                                                                         
                                                                                           
                                                                                           
Mark A. Whitney
                                                                                         
Former Senior Vice President,       2009       $ 76,287       $       $       $ (4,599 )     $       $ 77,034       $ 1,772,830       $ 1,921,552  
General Counsel and Secretary       2008         290,581                 68,617         (43,571 )       259,000         309,795 (9)       31,079         915,501  
        2007         280,237                 100,862         43,571         163,013         21,533         15,498         624,714  
                                                                                           
                                                                                           
William M. Lau
                                                                                         
Vice President, Treasurer       2009         172,183                         14,433                 89,690         808,046         1,084,352  
        2008         225,164                 160,650                 100,000         253,794 (9)       12,727         752,335  
                                                                                           
 
(1) The amount reported in this column for each Named Executive Officer reflects the dollar amount of base salary earned in each listed fiscal year. Messrs. Whitney and Lau’s 2009 salary includes a vacation payout of $42,326 and $23,294, respectively.
 
(2) The amounts reported in these columns for each Named Executive Officer reflect the compensation costs for financial reporting purposes for the fiscal year without the impact of estimated forfeitures, rather than amounts paid to or realized by the Named Executive Officer for outstanding equity awards granted in and prior to fiscal year 2009. Cash settled SARs awards are revalued to fair value at each reporting date until the date of settlement. Due to the Company’s common stock price decline in fiscal year 2008, the SARs’ fair value declined for this year. The decrease in fair value is included only the extent of what was previously reported as compensation. A discussion of the assumptions used in calculating these values may be found in Note 9(c) in the audited financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2009. A description of these awards can be found under the section entitled Long-Term Incentives (Equity-Based Compensation) on page [  ].
 
(3) The amount reported in this column for each Named Executive Officer reflects annual cash incentive compensation, which is based on performance in each listed fiscal year. This annual incentive compensation is discussed further under the section entitled Short-Term Compensation on page [  ].
 
(4) The amount reported in this column for each Named Executive Officer reflects the aggregate increase in the actuarial present value of their accumulated benefits under all pension plans from August 31, 2008 to November 30, 2009 for 2009 (the pension measurement dates for purposes of the Company’s financial statements), from August 31, 2007 to August 31, 2008 for 2008, and from August 31, 2006 to August 31, 2007 for 2007. The change in measurement dates was effective November 30, 2009, and was due to the Company adopting accounting standards which require the measurement of the pension and postretirement plans assets and benefit obligations at the Company’s fiscal year end, November 30.
 
The increase in pension value for 2009 is primarily due to the decrease in the discount rate used to measure the present value of accumulated benefits as well as the additional benefits from credited service accumulated between August 31, 2008, the previous measurement and February 1, 2009, the plan freeze date.
 
These amounts were determined using the actuarial assumptions consistent with those used in the Company’s financial statements with the exception of assumed retirement age and the absence of pre-retirement mortality and termination assumptions. A discussion of the assumptions used for financial reporting purposes may be found in Note 6 in the audited financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2009. Information regarding these pension plans is set forth in further detail under the section entitled 2009 Pension Benefits on page [  ].


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(5) The amounts reported in this column for each Named Executive Officer include the following for fiscal year 2009:
 
                                                             
                  Company
                 
                  Matching
                 
                  Contribution to
                 
            Company
    Benefits
          Perquisites
     
            Matching
    Restoration
    Matching Gift
    And Other
     
            Contribution to
    Plan-
    by the GenCorp
    Personal
     
Name     Severance     401(k) Plan     Savings Plan     Foundation     Benefits(A)     Total
Executive Officers as of 11/30/09
                                                           
                                                             
J. Scott Neish
    $       $ 606       $ 16,962       $       $ 2,136       $ 19,704  
                                                             
Kathleen E. Redd
              450         800         1,350                 2,600  
                                                             
Chris W. Conley
              360         720         760                 1,840  
                                                             
Robert E. Shenton
              410         821         500                 1,731  
                                                             
Former Executive Officers as of 11/30/09
                                                           
                                                             
Mark A. Whitney
    $ 1,644,535       $ 2,414       $ 1,019       $       $ 124,862(B )     $ 1,772,830  
                                                             
William M. Lau
      725,131         307         788                 81,820(C )       808,046  
                                                             
 
(A) This column includes items that are accrued or paid by the Company and will be included as compensation to the Named Executive Officer in the year the amounts are paid.
 
(B) This amount represents $34,298 for Life and Health insurance benefits, $15,000 for financial counseling, $58,865 for outplacement services, and $16,699 for legal fees paid or accrued by the Company in accordance with a severance agreement executed by Mr. Whitney.
 
(C) This amount represents $14,062 for Life and Health insurance benefits, $15,000 for financial counseling, $45,542 for outplacement services, and $7,216 for legal fees paid or accrued by the Company in accordance with a severance agreement executed by Mr. Lau.
 
(6) This amount paid to Mr. Neish is in accordance with the letter agreement by and between the Company and Mr. Neish dated March 5, 2008, as part of his appointment to the position of Interim President and CEO and represents a one-time bonus for serving in this capacity. This item is discussed more fully under the section entitled Employment Agreements and Indemnity Agreements on page [ ].
 
(7) Ms. Redd was appointed CFO and Secretary of the Company effective January 21, 2009, and February 11, 2009, respectively. The bonus amount paid to Ms. Redd in 2009 represents a discretionary bonus for 2009 performance as approved by the Compensation Committee.
 
(8) Effective April 15, 2009, the Company entered into a retention agreement with Mr. Conley in which he will receive a retention bonus equal to $200,000 if he continues to be employed by the Company on March 6, 2011.
 
(9) On March 5, 2008, the Company entered into the Shareholder Agreement with respect to the election of Directors for the 2008 annual meeting of shareholders (the “2008 Annual Meeting”) and certain other related matters. As a result of the Shareholder Agreement, and the resignation of three additional Board members on May 16, 2008, all named Company headquarters employees had five years added to both age and years of service for purposes of calculating their pension benefits under the Qualified Pension Plan and the non-qualified 2009 Pension BRP Plan under the Change in Control provisions under Program B of the Qualified Pension Plan. Such additional benefits resulted in a much larger aggregate increase in the actuarial present value of accumulated benefits from August 31, 2007 to August 31, 2008 for Messrs. Whitney and Lau. However, Mr. Whitney left the Company on January 9, 2009, and was not eligible for the additional five years of age as he was not eligible for the early retirement subsidy at the time of termination. Therefore, he was not eligible for the actuarial present value of the early retirement subsidy of $55,458 for the Qualified Pension Plan and $42,149 for the Prior Pension BRP for the 2008 calculation. There was no early retirement subsidy added to his 2009 calculation. Mr. Lau left the Company on July 24, 2009, and commenced payment of his benefit under the Qualified Pension Plan on August 1, 2009. Mr. Lau’s 2009 Pension BRP Plan benefit will commence payment February 1, 2010, in accordance with the provisions of the 2009 Pension BRP Plan.


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2009 GRANTS OF PLAN-BASED AWARDS
 
The following table provides information for each of the Named Executive Officers regarding fiscal year 2009 annual and long-term incentive award opportunities, including the range of possible payments under non-equity incentive plans.
 
                                                                                           
                                                      Grant Date
                                                Exercise or Base
    Fair Value
            Estimated Future Payouts Under
    Estimated Future Payouts Under
    Price of
    of Stock
            Non-Equity Incentive Plan
    Equity Incentive Plan
    Options/SARs
    and
      Grant
    Awards ($)(1)     Awards (#)     Awards
    Option/SARs
Name     Date     Threshold(2)     Target     Maximum     Threshold(3)     Target     Maximum     ($/Sh)     Awards ($)(4)
Executive Officers as of 11/30/09
                                                                     
                                                                                           
                                                                                           
J. Scott Neish
                                                                                         
                                                                                           
Annual Incentive Bonus
              $   —       $ 350,088       $ 700,176                                                    
                                                                                           
                                                                                           
Kathleen E. Redd
                                                                                         
                                                                                           
Annual Incentive Bonus
                        150,000         300,000                                                    
                                                                                           
Restricted Stock
      8-24-09                                               30,000         37,500                 $ 170,250  
                                                                                           
Stock Options
      8-24-09                                               35,000         43,750       $ 4.54         122,535  
                                                                                           
                                                                                           
Chris W. Conley
                                                                                         
                                                                                           
Annual Incentive Bonus
                        107,124         214,248                                                    
                                                                                           
Restricted Stock
      8-24-09                                               7,500         9,375                   42,563  
                                                                                           
Stock Options
      8-24-09                                               7,500         9,375         4.54         26,258  
                                                                                           
                                                                                           
David C. Hatch
                                                                                         
                                                                                           
Annual Incentive Bonus
                        104,400         208,800                                                    
                                                                                           
Restricted Stock
      8-24-09                                               5,000         6,250                   28,375  
                                                                                           
Stock Options
      8-24-09                                               5,000         6,250         4.54         17,505  
                                                                                           
                                                                                           
Robert E. Shenton
                                                                                         
                                                                                           
Annual Incentive Bonus
                        122,269         244,538                                                    
                                                                                           
Restricted Stock
      8-24-09                                               10,000         12,500                   56,750  
                                                                                           
Stock Options
      8-24-09                                               14,289         17,861         4.54         50,026  
                                                                                           
                                                                       
Former Executive Officers as of 11/30/09
                                                                     
                                                                                           
                                                                                           
Mark A. Whitney
                                                                                         
                                                                                           
Annual Incentive Bonus
                                                                                         
                                                                                           
                                                                                           
William M. Lau
                                                                                         
                                                                                           
Annual Incentive Bonus
                                                                                         
                                                                                           
 
 
(1) Reflects the possible payout amounts of non-equity incentive plan awards that could have been earned in fiscal year 2009. See the Summary Compensation Table on page [  ] for the amounts actually earned and paid out in the first quarter of fiscal year 2010.
 
(2) If no targets are met the annual incentive bonus will not be earned.
 
(3) If no targets are met the equity incentive plan awards will not vest.
 
(4) The fair value of stock options was estimated using a Black-Scholes Model with the following weighted average assumptions at the date of grant: Expected life — eight years; Volatility — 54%; Risk-free interest rate — 3.62%; Dividend yield — 0.00%.


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OUTSTANDING EQUITY AWARDS AT 2009 FISCAL YEAR END
 
The following table provides information for each of the Named Executive Officers regarding stock options, SARs, and outstanding stock awards held by the officers as of November 30, 2009.
 
                                                                       
      Option/SARs Awards     Stock Awards
                                    Equity Incentive
                                    Plan Awards
                  Equity Incentive
                      Market or
                  Plan Awards:
                Number of
    Payout Value
      Number of
    Number of
    Number of
                Unearned
    of Unearned
      Securities
    Securities
    Securities
                Shares, Units
    Shares, Units
      Underlying
    Underlying
    Underlying
    Option/
          or Other
    or Other
      Unexercised
    Unexercised
    Unexercised
    SARs
    Option/
    Rights That
    Rights That
      Options/SARs
    Options/SARs
    Unearned
    Exercise
    SARs
    Have Not
    Have Not
      (#)
    (#)
    Option/SARs
    Price
    Expiration
    Vested
    Vested
Name     Exercisable     Unexercisable     (#)     ($)     Year     (#)     ($)(4)
Executive Officers as of 11/30/09
                                                                     
                                                                       
J. Scott Neish
                                                                     
                                                                       
Restricted Stock
                                                              $  
                                                                       
SARs
      30,000                       $ 13.75         2017                      
        21,500                         19.34         2016                      
        5,000                         18.55         2015                      
        3,500                         18.71         2015                      
                                                                       
Stock Options
      2,200                         9.29         2013                      
                                                                       
Kathleen E. Redd
                                                                     
                                                                       
Restricted Stock
                                                        30,000         234,300  
                                                                       
SARs
      13,334         6,666 (1)               4.25         2018                      
        1,500                         13.75         2017                      
        2,560                         13.19         2016                      
        2,500                         18.71         2015                      
                                                                       
Stock Options
                      35,000 (2)       4.54         2019                      
        2,666                         9.29         2013                      
        1,333                         10.85         2012                      
                                                                       
Chris W. Conley
                                                                     
                                                                       
Restricted Stock
                                                        7,500         58,575  
                                                                       
SARs
      12,000                         13.75         2017                      
        13,800                         19.34         2016                      
        2,000                         18.51         2015                      
                                                                       
Stock Options
                      7,500 (2)       4.54         2019                      
        5,000                         7.73         2013                      
        5,000                         15.43         2012                      
        10,000                         10.44         2011                      
        7,000                         10.13         2010                      
                                                                       
Robert E. Shenton
                                                                     
                                                                       
Restricted Stock
                                                        10,000         78,100  
                                                                       
SARs
      1,500                         13.75         2017                      
        4,256                         13.19         2016                      
        3,500                         18.71         2015                      
                                                                       
Stock Options
                          14,289 (2)       4.54         2019                      
                                                                       
Former Executive Officers as of 11/30/09
                                                           
                                                                       
Mark A. Whitney(3)
                                                                     
                                                                       
Restricted Stock
                                                              $  
SARs
                            $                              
Stock Options
                                                           
                                                                       
William M. Lau(3)
                                                                     
                                                                       
Restricted Stock
                                                                 
                                                                       
SARs
      5,000                         13.77         2017                      
                                                                       
Stock Options
                                                           
                                                                       
 
 
(1) The vesting date for Ms. Redd’s unvested time-based SARs is October 28, 2010.
 
(2) The vesting date for these performance-based stock options is over a 29-month period ending January 2012. These awards will only vest if performance targets are met through November 30, 2011.
 
(3) Employees 65 years of age or older upon retirement or termination of employment do not forfeit vested stock options or SARs awards. Due to the 2008 Change in Control, certain employees had five years added to both age and years of service. Accordingly, Mr. Lau is above retirement age and therefore did not forfeit his outstanding shares. However, Mr. Whitney


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forfeited his outstanding shares 90 days after his termination date as the five years added to his age did not put him at 65 years of age or older.
 
(4) The market value was calculated by multiplying the number of unvested shares by the closing market price of the Company’s Common Stock of $7.81 on November 30, 2009. The vesting date for these stock awards is over a 29-month period ending January 2012. These awards will only vest if performance targets are met through November 30, 2011.
 
2009 OPTION/SARs EXERCISES AND STOCK VESTED
 
There were no stock option or SARs exercises and no restricted stock vested in fiscal year 2009.
 
2009 PENSION BENEFITS
 
On November 25, 2008, the Company amended the Qualified Pension Plan on December 31, 2008, effective January 1, 2009, the Company entered into the 2009 Pension BRP Plan to replace the predecessor plan — the Prior Pension BRP, in each case to freeze future benefit accruals. Effective February 1, 2009, future benefit accruals for all current salaried employees were discontinued, including the Named Executive Officers under the Qualified Pension Plan and the 2009 Pension BRP Plan. Effective July 31, 2009, future benefit accruals for all current bargaining unit and hourly employee were discontinued. Upon vesting, no employee will lose their previously earned pension benefit, which will be paid to the employee upon retirement in accordance with the terms of these pension plans.
 
Qualified Pension Plan
 
The Qualified Pension Plan is a tax-qualified defined benefit plan covering substantially all salaried and hourly employees. In general, normal retirement age is 65, with certain plan provisions allowing for earlier retirement. Pension benefits are calculated under formulas based on compensation and length of service for salaried employees and under negotiated non-wage based formulas for bargaining unit and hourly employees. Participants receive the highest benefit calculated under any of the formulas for which they are eligible to participate. The formulas applicable to the Named Executive Officers are the “career average formula”, the “five-year average compensation formula”, the “update formula”, and the “final average compensation formula.” These formulas define compensation to include base salary and annual incentive (cash bonus) compensation, except for the “final average compensation formula” which does not include incentive payments in compensation. Compensation and service earned on or after February 1, 2009, the pension freeze date applicable to the Named Executive Officers, is not considered in any of the benefit formulas. The formula descriptions are as follows:
 
  •  The “career average formula” provides that for each year of service prior to attainment of 35 years of service the employee will be credited 1.625% of annual compensation up to the ASSWB for such year plus 2.0% of annual compensation in excess of the ASSWB; plus 2.0% of annual compensation after attainment of 35 years of service.
 
  •  The “five-year average compensation formula” is the sum of (A) and (B) where (A) equals the sum of (i) 1.125% of the participant’s highest five-year average compensation up to the ASSWB which is determined as of the earlier of (1) the participant’s termination date or (2) January 31, 2009, and (ii) 1.5% of such five-year average compensation in excess of the ASSWB , which sum is multiplied by the total of such years of service up to 35 years, and (B) equals 1.5% of such five-year average compensation multiplied by the total years of service in excess of 35 years.
 
  •  The “update formula” is the sum of (A) and (B) where (A) equals the sum of (i) 1.125% of the participants highest annual average compensation over 60 consecutive months up to the ASSWB which is determined as of the earlier of (1) the participant’s termination date or (2) January 31, 2009, and (ii) 1.5% of such annual average compensation in excess of the ASSWB, which sum is


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  multiplied by the total of such years of service up to 35 years, and (B) equals 1.5% of such annual compensation multiplied by the total years of service in excess of 35 years.
 
  •  The “final average compensation formula” is the sum of (A) and (B), less (C), where (A) equals the sum of (i) 0.95% of the participant’s highest final average compensation up to the participant’s Covered Compensation, as defined in the plan, and (ii) 0.65% of such final average compensation in excess of the participant’s Covered Compensation, which sum is multiplied by the total of such years of service up to 25 years, and (B) equals 0.40% of such final average compensation multiplied by the total years of service in excess of 25 years, and less (C) an offset (if applicable) which is the value of the participant’s Normal Retirement Benefit under the former Atlantic Research Corporation Employee Pension Plan for employees who were previously employed at a former Atlantic Research Corporation location and became an Aerojet employee, as a result of Aerojet’s acquisition of those locations.
 
The ASSWB is the 35 year average of the Social Security Taxable Wage Base. The ASSWB for the “career average formula”, the “five-year average compensation formula , and the “update formula” is determined as of the earlier of (1) the participant’s termination date including Named Executive Officers or (2) January 31, 2009. The published ASSWB applicable to the Named Executive Officers for the plan year ended November 30, 2009 is $54,000. The Covered Compensation for the “final average compensation formula” is the ASSWB based on the year the participant attains their SSRA, hence may vary by participant.
 
2009 Pension BRP Plan
 
Total pension benefits for the Named Executive Officers and other certain other highly compensated employees are determined under a combination of the 2009 Pension BRP Plan, which is a non-qualified plan, and the Qualified Pension Plan. As set forth above, the Qualified Pension Plan is a qualified pension plan that provides pension benefits for employees, the amount of which is limited under Section 401(a)(17) or 415 of the Code (or any successor provisions). The 2009 Pension BRP Plan restores the pension plan benefits which executives and their beneficiaries would otherwise lose as a result of the limitations under Section 401(a) (17) or 415 of the Code (or any successor provisions). Eligibility to participate in the 2009 Pension BRP Plan is designated by the Compensation Committee.
 
Retired executives’ tax-qualified benefits are funded and are paid out of the assets of the qualified plan, while non-qualified benefits may be paid out of either the grantor trust (pre-funded) or the Company’s general assets. In accordance with the terms and conditions of the Prior Pension BRP, upon the 2008 Change in Control that resulted from the Shareholder Agreement, the Company funded into a grantor trust an amount equal to the present value of the accrued pension benefits under the Prior Pension BRP for all participants in such plan as of the date of the 2008 Change in Control.


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The following table provides information as of November 30, 2009 for each of the Named Executive Officers regarding the actuarial present value of their total accumulated benefit under Qualified Pension Plan and the 2009 Pension BRP Plan.
 
                                     
                  Present Value
    Payments
            Number of Years
    of Accumulated
    During Fiscal
            Credited Service
    Benefit
    Year 2009
Name     Plan Name     (#)(1)     ($)(2)     ($)
Executive Officers as of 11/30/09
                             
                                     
J. Scott Neish
   
Qualified Pension Plan
      6       $ 300,012       $  
     
2009 Pension BRP Plan
      6         301,033          
                                     
Kathleen E. Redd
   
Qualified Pension Plan
      7         152,837          
     
2009 Pension BRP Plan
      7         41,598          
                                     
Chris W. Conley
   
Qualified Pension Plan
      27         578,704          
     
2009 Pension BRP Plan
      27         132,599          
                                     
Robert E. Shenton
   
Qualified Pension Plan
      33         173,282          
     
2009 Pension BRP Plan
      33         2,792          
                                     
Former Executive Officers as of 11/30/09
                             
                                     
Mark A. Whitney(3)
   
Qualified Pension Plan
      11       $ 281,858       $  
     
2009 Pension BRP Plan
      11         201,871          
                                     
William M. Lau(3)
   
Qualified Pension Plan
      7         345,377         9,240  
     
2009 Pension BRP Plan
      7         11,572          
                                     
 
(1) Credited service under the Qualified Pension Plan and the 2009 Pension BRP Plan is determined for all participants in accordance with such plans and is through February 1, 2009, the freeze date for these plans. The credited service for Messrs. Whitney and Lau includes an additional five years granted as a result of the Shareholder Agreement. However, Mr. Whitney left the Company on January 9, 2009, and as a result the additional five years added to his service does not make him eligible for an early retirement subsidy. On February 1, 2009, the Company discontinued future benefit accruals for all salaried employees, including the Named Executive Officers.
 
(2) The amounts reported in this column were calculated based on the accrued benefit as of the earlier of (1) the participant’s termination date or (2) January 31, 2009; the date benefit accruals were frozen for salaried employees. Present values were calculated assuming no pre-retirement mortality or termination. The values under the Qualified Pension Plan and the 2009 Pension BRP Plan are the actuarial present values as of November 30, 2009 of the benefits earned as of that date and payable at the earliest age eligible for unreduced benefits for the Qualified Pension Plan (the earlier of age 65, or age 62 with 10 years of service) and the current benefit election date on record for the 2009 Pension BRP Plan. These amounts include the effect on retirement age as a result of the 2008 Change in Control for Messrs. Whitney and Lau.
 
Effective November 30, 2009, the Company adopted accounting standards which require the measurement of the pension and postretirement plans assets and benefit obligations at the Company’s fiscal year end, November 30. Prior to the adoption, the Company performed this measurement as of August 31 of each fiscal year. Also, effective February 1, 2009, the Company has discontinued future benefit accruals under these pension plans for salaried employees, including the Named Executive Officers.
 
The discount rate assumption is 5.65% for the Qualified Pension Plan and 5.60% for the 2009 Pension BRP Plan. The post-retirement mortality assumption of the two pension plans is RP 2000 no-collar, projected to 2005. In order to determine the change in pension values for the Summary Compensation Table on page [  ], the values of the Qualified Pension Plan and the Prior Pension BRP were calculated as of August 31, 2008 for the benefits earned as of that date. The discount rate assumption used for the Qualified Pension Plan was 7.10% and 7.05% for the Prior Pension BRP, which was the assumption used for financial reporting purposes for fiscal year 2008. Other assumptions used to determine the value as of August 31, 2008 were primarily the same as those used as of November 30, 2009. The assumptions reflected in this footnote are the same as the ones used for the Qualified Pension Plan and the 2009 Pension BRP Plan for financial reporting purposes with the exception of assumed retirement age and the absence of pre-retirement mortality and termination assumptions.
 
(3) On March 5, 2008, the Company entered into a Shareholder Agreement with respect to the election of Directors for the 2008 Annual Meeting and certain other related matters. As a result of the Shareholder Agreement, and the resignation of three additional Board members on May 16, 2008, Messrs. Whitney and Lau had five years added to both age and years of service


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for purposes of calculating their pension benefits under the Qualified Pension Plan and the non-qualified 2009 Pension BRP Plan under the Change in Control provisions under Program B of the Qualified Pension Plan. However, Mr. Whitney left the Company on January 9, 2009, and was not eligible for the additional five years of age, as he was not eligible for an early retirement subsidy at the time of termination. Mr. Lau left the Company on July 24, 2009 and commenced payment of his benefit under the Qualified Pension Plan on August 1, 2009. Mr. Lau’s 2009 Pension BRP Plan benefit will commence payment February 1, 2010, in accordance with the provisions of the 2009 Pension BRP Plan.
 
2009 NON-QUALIFIED DEFERRED COMPENSATION
 
Benefits Restoration Plan — 2009 401(k) BRP Plan
 
The 2009 401(k) BRP Plan is a non-qualified, unfunded plan designed to enable participants to defer their compensation on a pre-tax basis. Under the 2009 401(k) BRP Plan, a select group of employees approved by the Board, elect to defer compensation earned in the current year such as salary and certain other incentive compensation that would otherwise be paid in the current year. Effective January 1, 2009, obligations with respect to benefits that were earned or vested under the Prior Pension BRP after December 31, 2004, and which related to the restoration of 401(k) benefits which such employees and their beneficiaries would otherwise have lost as a result of Code limitations upon accrual and/or payment of benefits from the GenCorp Retirement Saving Plan, along with all associated earnings, were transferred to, and will be maintained under and paid from the 2009 401(k) BRP Plan. Accordingly, only benefits that are exempt from Section 409A of Code will be maintained under and paid from the Prior Pension BRP, in accordance with the terms of the Prior Pension BRP.
 
Prior to January 15, 2009, the Company also made matching contributions in an amount equal to 100% of the participant’s contribution up to the first 3% of the participant’s eligible compensation and 50% up to the next 3% of the participant’s eligible compensation. The maximum company match was 4.5%. Participants indicate how they wish their deferred compensation and the company matching contributions to be notionally invested among the same investment options available through the GenCorp Retirement Saving Plan. Non-qualified benefits may be paid out of either the grantor trust (pre-funded) or the Company’s general assets.
 
The following table provides information for each of the Named Executive Officers regarding aggregate officer and Company contributions and aggregate earnings for fiscal year 2009 and fiscal year-end account balances under the 2009 401(k) BRP Plan.
 
                                                   
                              Aggregate
      Executive
    Company
    Aggregate
    Aggregate
    Balance at
      Contributions in
    Contributions in
    Earnings in
    Withdrawals/
    November 30,
      fiscal year 2009
    fiscal year 2009
    fiscal year 2009
    Distributions
    2009
Name     ($)(1)     ($)(2)     ($)(3)     ($)     ($)
Executive Officers as of 11/30/09
                                       
                                                   
J. Scott Neish
    $ 64,167       $ 16,962       $ 32,467       $       $ 261,210  
                                                   
Kathleen E. Redd
      1,000         800         730                 37,322  
                                                   
Chris W. Conley
      960         720         8,413                 34,584  
                                                   
Robert E. Shenton
      28,606         821         10,222                 89,593  
                                                   
Former Executive Officers as of 11/30/09
                                       
                                                   
Mark A. Whitney
    $ 1,358       $ 1,019       $ 948       $ (53,316 )     $  
                                                   
William M. Lau
      1,051         788         (173 )               5,154  
                                                   
 
(1) The amounts reported in this column reflect compensation earned in fiscal year 2009 and deferred under the 2009 401(k) BRP Plan.


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(2) The amounts reported in this column reflect company matches under the 2009 401(k) BRP Plan. Effective January 15, 2009, the Company discontinued matching contributions to this plan. These amounts are also included in the total amounts shown in the “All Other Compensation” column in the Summary Compensation Table on page [  ].
 
(3) The amounts reported in this column reflect interest credited on account holdings and the change in value of other investment holdings.
 
Employment Agreements and Indemnity Agreements
 
On March 5, 2008, prior to the 2008 Annual Meeting, the Board appointed Mr. Neish as Interim President and CEO of the Company until such time as the Board appointed a new CEO and President. As part of that appointment, the Company entered into an agreement with Mr. Neish pursuant to which the Company agreed to pay Mr. Neish a one-time bonus in the amount of $350,000 on the earlier of (i) November 30, 2008, or (ii) the date of the appointment of a new CEO. The Company paid the bonus to Mr. Neish in December 2008. This one-time bonus related to his service as the Interim President and CEO is not considered in compensation payable to Mr. Neish in the event of a qualifying termination of employment.
 
In addition, the Company agreed that if Mr. Neish leaves the employ of the Company or its subsidiaries on or prior to March 4, 2010, either voluntarily or involuntarily (except with cause), the Company would purchase the condominium owned by Mr. Neish located in Sacramento, California at the then prevailing fair market value if Mr. Neish is unable to sell it on his own. Mr. Neish left the Company effective January 6, 2010.
 
The Company has entered into indemnification agreements with each of its Directors and the Named Executive Officers pursuant to which the Company is required to defend and indemnify such individuals if or when they are party or threatened to be made a party to any action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such individual is or was a Director and/or Named Executive Officer of the Company or any of its subsidiaries.
 
The Company and Messrs. Neish, Conley, Whitney and Lau also entered into executive severance agreements as discussed below. Messrs. Neish, Whitney and Lau left the Company effective January 6, 2010, January 9, 2009 and July 24, 2009, respectively.
 
Potential Payments upon Termination of Employment or Change in Control
 
Severance Agreements
 
Under the severance agreements into which the Company entered with Messrs. Neish, Conley, Whitney and Lau, the Company was required to provide severance payments to such executives under certain circumstances involving a qualified termination and a change in control of the Company. The Board at that time believed that these agreements helped to ensure that the executives continued to perform in their roles when a potential change in control was impending and were provided some financial protection against the loss of their positions following a change in control of the Company as that term was defined in the agreements. As discussed below, these change in control severance agreements provide payouts of severance benefits to the executives only if such executives are terminated or otherwise leave the Company for “good reason” within three years after a change in control of the Company. The severance agreements provide for a severance payment in an amount equal to the executive’s base salary plus bonus multiplied by (A) a factor of three in the case of Mr. Whitney as Senior Vice President, and by (B) a factor of two in the case of Messrs. Neish, Conley and Lau and certain other benefits described below.
 
The severance agreements provide that the payments become due if, by March 5, 2011 (May 15, 2011 for Mr. Lau), the executive’s employment is terminated by: (1) the Company, for any reason other than death, disability or cause, or (2) the executive, following the occurrence of one or more of the following events: (i) failure to elect, reelect or maintain the executive in office or substantially equivalent office,


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(ii) a significant adverse change in the nature or scope of authority or duties or reduction in base pay, incentive opportunity or employee benefits, (iii) a change in circumstances following a change in control, including, without limitation, a change in scope of business or activities for which the executive was responsible prior to the change in control, (iv) the liquidation, dissolution, merger, consolidation, reorganization or transfer of substantially all of the business or assets of the Company, (v) the relocation of principal work location in excess of 30 miles, or (vi) any material breach of the agreement by the Company. A change in control as defined in such severance agreements occurred on March 5, 2008 (May 15, 3008 for Mr. Lau) as a result of the Shareholder Agreement.
 
For purposes of computing an executive’s severance payment under the severance agreements, base salary is the highest annual salary in effect for any period prior to a termination following the change in control, and the bonus amount is the greater of (1) the average of the annual bonus made or to be made to the executive in regard to services rendered in any fiscal year during the three immediately preceding fiscal years, and (2) 75% of the executive’s maximum bonus opportunity under the Company’s annual incentive compensation plan for the fiscal year in which the change in control occurs. No other bonuses are included in the computation of an executives termination benefits.
 
Upon a qualified termination of employment of Messrs. Neish, Conley, Whitney and Lau following a change in control as noted above, the severance agreements also provide for (i) the continuation of health benefits and life insurance coverage for 24 months, (ii) payment of $15,000 for financial counseling, (iii) payment of the amount required to cover excise taxes imposed (including any income or payroll taxes on this amount) under Section 4999 of the Code, if any, and (iv) payment of costs associated with outplacement services up to 20% of the officer’s base salary within 12 months of the executive’s termination date. In addition, whether or not there is a termination of employment of the Named Executive Officers, the change in control severance agreements provide for the vesting of equity and performance awards under the 1999 Incentive Plan, and the payment of reasonable legal fees and expenses incurred when the officer is involved in a dispute while seeking to enforce the benefits and rights provided by the agreement. All of these items will be treated as income to the employee for W-2 purposes except for the reimbursement of legal fees incurred and outplacement services. Ms. Redd is eligible for all health benefits and life insurance coverage for three months and medical and dental coverage for an additional three months after that due to normal company policy.
 
As a result of the Shareholder Agreement, the severance agreements required the Company to fund into a grantor trust on March 12, 2008, an amount equal to $34.8 million, which represents liabilities associated with the BRP Pension and Savings Plans and amounts payable to certain officers of the Company party to severance agreements in the event of qualifying terminations of employment (as defined in the severance agreements) of the Company. In addition, as a result of the resignation of the Resigning Directors on May 15, 2008, the Company funded an additional $0.4 million into the grantor trust on May 22, 2008. In fiscal year 2009, Mr. Whitney and Mr. Lau left the Company and their severance payments and other benefits in accordance with the terms of their executive severance agreements were paid six months after their departure date. Effective January 6, 2010, Mr. Neish also left the Company and his severance payment and other benefits will be paid six months after this date.