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 Registrantþ

Filed by a Party other than the Registranto¨

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o¨ Preliminary Proxy Statement

o¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ 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)

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LOGO

  
(GENCORP LOGO)P.O. Box 537012
Sacramento,

2001 Aerojet Road                  

Rancho Cordova, CA 95853-701295742

February 17, 2011

15, 2013

Dear Shareholder:

You are cordially invited to attend the 20112013 Annual Meeting of Shareholders of GenCorp Inc., which will be held on March 30, 201127, 2013 at 9:00 a.m. Eastern time, at the Omni Berkshire Place, 21 East 52nd 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.

This year we

We have elected to take advantage of the Securities and Exchange Commission’s rule that allows us to furnish our proxy materials to our shareholders over the Internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs. Beginning onOn or about February 18, 2011,15, 2013, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to our shareholders. This Notice contains instructions on how to access the Notice of Annual Meeting, Proxy Statement and Annual Report to Shareholders online. You will not receive a printed copy of these materials, unless you specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials. For those participants who hold shares of GenCorp’s common stock in the GenCorp Retirement Savings Plan, you will receive a full set of annual meeting materials and a proxy card by mail.

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

LOGO

JAMES R. HENDERSON

Chairman of the Board

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
FREQUENTLY ASKED QUESTIONS
PROPOSAL 1 ELECTION OF DIRECTORS
2010 DIRECTOR COMPENSATION TABLE
REPORT OF THE AUDIT COMMITTEE
ORGANIZATION & COMPENSATION COMMITTEE REPORT
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
SUMMARY COMPENSATION TABLE
2010 GRANTS OF PLAN-BASED AWARDS
2010 OPTION/SAR EXERCISES AND STOCK VESTED
2010 PENSION BENEFITS
2010 NON-QUALIFIED DEFERRED COMPENSATION
PROPOSAL 2 APPROVAL OF AN AMENDMENT TO THE GENCORP AMENDED AND RESTATED 2009 EQUITY AND PERFORMANCE INCENTIVE PLAN TO ELIMINATE THE LIMITATION ON THE NUMBER OF SHARES AVAILABLE TO BE ISSUED AS FULL VALUE AWARDS
PROPOSAL 3 ADVISORY VOTE ON GENCORP’S EXECUTIVE COMPENSATION PROGRAM
PROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON GENCORP’S EXECUTIVE COMPENSATION PROGRAM
PROPOSAL 5 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

LOGO  
(GENCORP LOGO)P.O. Box 537012
Sacramento,

2001 Aerojet Road               

Rancho Cordova, CA 95853-701295742

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME:

9:00 a.m. Eastern time on Wednesday, March 30, 201127, 2013

PLACE:

The Omni Berkshire Place, 21 East 52nd Street, New York, New York

ITEMS OF BUSINESS:

1.To elect eight directors to our Board of Directors to serve until the 20122014 annual meeting of shareholders and until their respective successors have been duly elected and qualified;

2.  To consider and approve an amendment to the GenCorp Amended and Restated 2009 Equity and Performance Incentive Plan to eliminate the limitation on the number of shares available to be issued as Full Value Awards;

2013 Employee Stock Purchase Plan;

3.  To consider and approve an advisory resolution regarding the compensation of GenCorp’s named executive officers;

Named Executive Officers;

4.  To consider and act upon an advisory vote on the frequency at which GenCorp should include an advisory vote regarding the compensation of GenCorp’s named executive officers;
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4.  To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending November 30, 2011;2013; and

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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:

You are entitled to vote at the 20112013 Annual Meeting if you were a shareholder of record at the close of business on February 1, 2011.January 31, 2013.

ANNUAL MEETING ADMISSION:

In addition to a form of valid 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.

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 Internet, by telephone or by completing, signing, dating and returning a proxy card which will be mailed to you if you request delivery of a full set of proxy materials. Participants in the GenCorp Retirement Savings Plan must follow the voting instructions provided by Fidelity Management Trust Company. 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 Assistant Secretary

LOGO

  
(GENCORP LOGO)P.O. Box 537012

2001 Aerojet Road


Sacramento,

Rancho Cordova, CA 95853-701295742

PROXY STATEMENT

FOR THE 20112013 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On March 30, 201127, 2013

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 20112013 annual meeting of shareholders (the “Annual Meeting”) to be held at the Omni Berkshire Place, 21 East 52nd Street, New York, New York on March 30, 201127, 2013 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 February 1, 2011,January 31, 2013, (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 directorsBoard of Directors (“Directors”) and executive officers.

We are providing you with a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) and access to these proxy materials in connection with the solicitation by the Board of the Company to be used at the Annual Meeting and at any adjournment or postponement. The Notice of Internet Availability will be sent to shareholders of record and beneficial shareholders starting on or around February 18, 2011.15, 2013. The Proxy materials, including the Notice of Annual Meeting, Proxy Statement, and 20102012 Annual Report, will be made available to shareholders on the Internet on February 18, 2011.15, 2013. For those participants who hold shares of GenCorp’s Common Stock in the GenCorp Retirement Savings Plan, you will receive a full set of annual meeting materials and a proxy card for those shares.

WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THIS YEAR INSTEAD OF A FULL SET OF PROXY MATERIALS?

Pursuant to newthe rules adopted byof the Securities and Exchange Commission (the “SEC”), we are providing access to the Company’s proxy materials over the Internet rather than printing and mailing them to all shareholders. We believe electronic delivery will expedite the receipt of these materials, reduce the environmental impact of our annual meeting materials and will help lower our costs. Therefore, the Notice of Internet Availability will be mailed to shareholders (ore-mailed, in the case of shareholders that have previously requested to receive proxy materials electronically) starting on or around February 18, 2011.15, 2013. The Notice of Internet Availability will provide instructions as to how shareholders may access and review the proxy materials on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Internet Availability will also provide voting instructions. In addition, shareholders may request to receive the proxy materials in printed form by mail or electronically bye-mail on an ongoing basis for future shareholder meetings. Please note that, while our proxy materials are available at www.proxyvote.com referenced in the Notice of Internet Availability, no other


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information contained on the website is incorporated by reference in or considered to be a part of this Proxy Statement.

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WHY DID I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY?

You may receive multiple Notices of Internet Availability if you hold your shares of GenCorp’s Common Stock in multiple accounts (such as through a brokerage account). If you hold your shares of GenCorp’s Common Stock in multiple accounts you should vote your shares as described in each separate Notice of Internet Availability you receive.

IF GENCORP IS UTILIZING NOTICE OF INTERNET AVAILABILITY,AVAILABILILTY, WHY DID I RECEIVE A FULL SET OF ANNUAL MEETING MATERIALS AND A PROXY CARD?

For those participants who hold shares of GenCorp’s Common Stock in the GenCorp Retirement Savings Plan, you will receive a full set of annual meeting materials and proxy card for those shares. Fidelity Management Trust Company, (the “Trustee”), is not utilizing Notice of Internet Availability for the GenCorp Retirement Savings Plan participants.

WHAT AM I VOTING ON?

You are voting on the following items of business at the Annual Meeting:

To elect eight directors to our Board of Directors (the Board’s nominees are: Thomas A. Corcoran; James R. Henderson; Warren G. Lichtenstein; David A. Lorber; Merrill A. McPeak; James H. Perry; Scott J. Seymour; and Martin Turchin) to serve until the 2014 annual meeting of shareholders and until their respective successors have been duly elected and qualified (“Proposal 1”);

To consider and approve the 2013 Employee Stock Purchase Plan (“Proposal 2”);

• To elect eight directors to our Board of Directors (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 2012 annual meeting of shareholders and until their respective successors have been duly elected and qualified (“Proposal 1”);
• To approve an amendment to the GenCorp Amended and Restated 2009 Equity and Performance Incentive Plan (the “2009 Incentive Plan”) to eliminate the limitation on the number of shares available to be issued as Full Value Awards (“Proposal 2”);
• To consider and approve an advisory resolution regarding the compensation of GenCorp’s named executive officers (“Proposal 3”);
• To consider and act upon an advisory vote on the frequency at which GenCorp should include an advisory vote regarding the compensation of GenCorp’s named executive officers (“Proposal 4”);
• To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending November 30, 2011 (“Proposal 5”); and
• Any other matter that may properly be brought before the Annual Meeting.

To consider and approve an advisory resolution regarding the compensation of GenCorp’s Named Executive Officers (“Proposal 3”);

To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending November 30, 2013 (“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.

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 of an amendment to the 2009 Incentive Plan to eliminate the limitation on the number of shares available to be issued as Full Value Awards;2013 Employee Stock Purchase Plan; “FOR” the advisory resolution regarding the compensation of GenCorp’s named executive officers; for “ONE YEAR” as the frequency of the advisory vote on GenCorp’s executive compensation program;Named Executive Officers; and “FOR” the


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ratification of PwC, an independent registered public accounting firm, as independent auditors of the Company.

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

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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 25, 201122, 2013 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. GenCorp Retirement Savings 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 which will be mailed to you if you request delivery of a full set of proxy materials. A postage-paid envelope will be provided along with the proxy card.

Telephone and Internet voting for shareholders of record will be available until 11:59 p.m. Eastern time on March 29, 2011.26, 2013. A mailed proxy card must be received by March 29, 201126, 2013 in order to be voted at the Annual Meeting. The availability of telephone and Internet voting for beneficial owners of other shares held in “street name” will depend on your broker, bank or other holder of record and we recommend that you follow the voting instructions on the Notice of Internet Availability that you receive from them.


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If you are mailed a set of proxy materials and a proxy card or voting instruction card and 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

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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 MellonComputershare Shareowner Services, LLC, you are considered a “shareholder of record” or a “registered shareholder” of those shares. In this case, your Notice of Internet Availability has been sent to you directly by Broadridge Financial Solutions, Inc. If your shares are held in a stock brokerage account or by a bank, trust or other nominee or custodian, including shares you may own as a participant in the Company’s Retirement Savings Plan, you are considered the “beneficial owner” of those shares, which are held in “street name.” A Notice of Internet Availability has been forwarded to you by or on behalf of your broker, bank, trustee or other holder who is considered the shareholder of record of those shares. 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 their instructions for voting.

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 through 4,3, 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.

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;


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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.

• 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

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Directors set by the Board for election. Proposals 2 3 and 5, the approval of the amendment to the 2009 Incentive Plan, the approval of the advisory resolution regarding the compensation of GenCorp’s named executive officers and the ratification of PwC, respectively,through 4 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 Proposals 2 3 and 5. For Proposal 4, the option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders.

through 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, 59,255,06760,556,327 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 and broker “non-votes” 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 IS THE COMPANY’S INTERNET ADDRESS?

The Company’s Internet address iswww.GenCorp.com. You can access this Proxy Statement and the Company’s 20102012 Annual Report onForm 10-K at this Internet address. The Company’s filings with the SEC are available free of charge via a link from this address. Copies are 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, California95853-7012 (if by overnight courier, then Highway 50 &2001 Aerojet Road, Rancho Cordova, California 95742).

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.


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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, 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 Items of Business.


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PROPOSAL 1

ELECTION OF DIRECTORS

The Company’s Amended Code of Regulations provides for a Board of not less than seven 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; Merrill A. McPeak; James H. Perry; Scott J. Seymour; and Martin Turchin; and Robert C. Woods.Turchin. Each nominee elected as a Director will continue in office until the next annual meeting of shareholders at which their successor has been elected, or until his resignation, removal from office, or death, whichever is earlier.

The Board recommends a vote FOR the election of these nominees as Directors.

Director Qualifications and Experience

The Board, acting through the Corporate Governance & Nominating Committee, seeks a Board that, as a whole, possesses the experience, skills, background and qualifications appropriate to function effectively in light of the Company’s current and evolving business circumstances. The Corporate Governance & Nominating Committee reviews the size of the Board, the tenure of its Directors and their skills, backgrounds and experiences in determining the slate of nominees and whether to seek one or more new candidates. The Committee seeks directors with established records of significant accomplishments in business and areas relevant to the Company’s strategies. With respect to the nomination of continuing Directors for re-election, the individual’s contributions to the Board are also considered.

All of our Directors bring to our Board a wealth of executive leadership experience derived from their service as executives and, in manysome cases, chief executive officers of large corporations. They also bring extensive board experience. The process undertaken by the Corporate Governance & Nominating Committee in recommending qualified director candidates is described in theDirector Nominationssection on page 15.

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, as well as their particular experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director for the Company. Mr. Woods was not nominated for re-election to the Board. 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 ofRegulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information concerning the nominees set forth below is given as of December 31, 2010.

2012.

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 producerdiversified business from 1999 to 2000. Prior to that, Mr. Corcoran was President and Chief Operating Officer (“COO”) of


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Lockheed Martin’s Electronics and Space Sectors from 1993 to 1999. Mr. Corcoran began his career in 1967 at General Electric Company in

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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 Audit Committee) and ARINC, Inc., a Carlyle Group company. Mr. Corcoran was a Director with Force Protection, Inc., REMEC, Inc. and, United Industrial Corporation, ONPATH Technologies, Inc. (Chairman), LaBarge, Inc. (Audit Committee member). Mr. Corcoran is also a director with, Aer Lingus, Ltd. based in Dublin, Ireland and was a director of Serco, Ltd. based in Surry, UK from 2007 to 2010.UK. Mr. Corcoran serves as a director of American Ireland Fund, is on the board of trustees of Stevens Institute of Technology and is a trustee emeritus at Worcester Polytechnic Institute. Mr. Corcoran brings to the Board considerable industry knowledge gained from extensive experience as a senior executive in the aerospace industry. Mr. Corcoran also brings to the Board significant public company board experience, including service as a director of a Fortune 500 company. Mr. Corcoran currently serves as a member of the Organization & Compensation Committee. Age 66.

68.

JAMES R. HENDERSON

Director since 2008

Mr. Henderson iswas a Managing Director and operating partner of Steel Partners LLC, a global management firm (“Steel Partners”), which is the managersubsidiary of Steel Partners Holdings L.P., a global diversified holding company that engages orowns and operates businesses and has significant interests in leading companies in a variety of operating businesses through its subsidiary companies (“SPH”).industries, including diversified industrial products, energy, defense, banking, insurance, and food products and services, until April 2011. He has beenwas associated with Steel Partners LLC and its affiliates sincefrom August 1999.1999 until April 2011. Mr. Henderson served as a director of DGT Holdings Corp., a manufacturer of proprietary high-voltage power conversion subsystems and components, from November 2003 until December 2011. Mr. Henderson also served as a director of SL Industries, Inc. (“SLI”), a company that designs, manufactures and markets power electronics, motion control, power protection, power quality electromagnetic and specialized communication equipment, from January 2002 to March 2010. Mr. Henderson was an Executive Vice President of SP Acquisition Holdings, Inc. (“SPAH”), 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 (currently Chairman of the Board) of DGT Holdings Corp. (formerly 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 served as a director of BNS Holding, Inc., a holding company that owned the majority of Collins Industries, Inc., a manufacturer of school buses, ambulances and terminal trucks, between June 2004 and May 2010. Mr. Henderson also served as a director of SL Industries, Inc., a designer, manufacturer, and marketer of power electronics, motion control, power protection, and specialized communication equipment (“SL Industries”), from January 2002 to March 2010. 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 SPHSteel Partners Holdings L.P., WebFinancial Corporation (“WebFinancial”), 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,Steel Partners Holdings L.P., 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. HendersonHe served as the CEO of Gateway Industries, Inc., a former provider of database development and web site design and development services, from December 2001 to April 2008. From January 2001 to August 2001, he was President of MDM Technologies, Inc., a direct mail and marketing company. He has been the Chairman of the Board of Point Blank Solutions, Inc. (“Point Blank”), a designer and manufacturer of protective body armor, sincefrom August 2008 until October 2011, CEO since Septemberfrom June 2009 until October 2011, and was Acting CEO from April 2009 to AugustMay 2009. Mr. Henderson iswas also the CEO and Chairman of the Board of Directors of certain subsidiaries of Point Blank. On April 14, 2010, Point Blank and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Chapter 11 petitions are being jointly administered under the caption “In re Point Blank Solutions, Inc., et. al.” CaseNo. 10-11255, which case is ongoing. He has served as the CEO of Point Blank Enterprises, Inc., the successor to the business of Point Blank, from October 2011 to September 2012. Mr. Henderson serves as a Manager of the Board of Managers of Easton Development Company, LLC, a subsidiary of GenCorp. Mr. Henderson’s substantial experience advising and managing public companies provides the Board with


8

well-developed leadership skills and ability to promote the best interests of shareholders. Mr. Henderson currently serves as Chairman of the Board and Chairman of the Corporate Governance & Nominating Committee. Age 53.
55.

7

WARREN G. LICHTENSTEIN

Director since 2008

Mr. Lichtenstein has served as the Chairman of the Board and CEO of the general partner of Steel Partners Holdings L.P. since July 15, 2009. He is also the Chairman and CEO of Steel Partners. Mr. LichtensteinPartners LLC and has been associated with Steel Partners LLC 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. HeIn 1993, he also co-founded Steel Partners II, L.P., a private investment partnership whichthat is now a wholly-owned subsidiary of SPH (“SPII”) in 1993. Mr. Lichtenstein was theSteel Partners Holdings L.P. He has served as Chairman of the Board President and CEO of SP Acquisition from February 2007 to October 2009. Mr. LichtensteinHandy & Harman Ltd., a diversified manufacturer of engineered niche industrial products, since July 2005. He has served as a director of SL IndustriesSLI since March 2010. He previously served as a director (formerly Chairman of the Board) of SL IndustriesSLI from January 2002 to May 2008 and served as CEO from February 2002 to August 2005. Mr. Lichtenstein has served as the Chairman of the Board, President and CEO of Handy & Harman Ltd.SPAH from February 2007 until October 2009. Mr. Lichtenstein has served as a director (currently Chairman of the Board) of Steel Excel Inc., a diversified industrial products manufacturing company whose business is expected to consist primarily of capital redeployment and identification of new, profitable operations in the sports, training, education, entertainment and lifestyle businesses, since July 2005.October 2010. He served as a director of KT&G Corporation, South Korea’s largest tobacco company,WebFinancial from March 20061996 to March 2008. He wasJune 2005, as Chairman and CEO from December 1997 to June 2005 and as President from December 1997 to December 2003. From May 2001 to November 2007, Mr. Lichtenstein served as 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 SPHKT&G Corporation, South Korea’s largest tobacco company, from 1996March 2006 to June 2005, as Chairman and CEO from December 1997 to June 2005 and as President from December 1997 to December 2003. HeMarch 2008. Mr. Lichtenstein served as a director of Layne Christensen Company, a provider of products and services for the water, mineral, construction and energy markets, from January 2004 to October 2006. He served as a director of BKF Capital Group, Inc., the parent company of Jon A. Levin & Co., an investment management firm, from 2005 to 2006. Mr. Lichtenstein is qualified to serve as a director due to his expertise in corporate finance, record of success in managing private investment funds and his service as a director of, and advisor to, a diverse group of public companies. Mr. Lichtenstein currently serves as a member of the Organization & Compensation Committee. Age 45.

46.

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. Mr. Lorber is also a Co-Founder and Principal of FrontFour Capital Corp. 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 Huntingdon Capital Corp. Mr. Lorber served as a Director of Fisher Communications Inc. and as a Trustee of Huntingdon Real Estate Investment Trust and was a Trustee for IAT Air Cargo Facilities Income Fund from January 2009 to December 2009.Fund. Mr. Lorber brings to the Board significant financial and investment industry experience and experience as a public company director. Mr. Lorber currently serves as Chairman of the Organization & Compensation Committee and as a member of the Audit Committee. Age 32.

34.

MERRILL A. McPEAK

Nominee

General McPeak (USAF, retired) was Chief of Staff of the U.S. Air Force and a member of the Joint Chiefs of Staff from October 1990 until October 1994. During this period, he was the senior officer responsible for organization, training and equipage of a combined active duty, National Guard, Reserve and civilian work force of over 850,000 people serving at 1,300 locations in the United States and abroad. As a

8

member of the Joint Chiefs of Staff, he and the other service chiefs were military advisors to the Secretary of Defense, the National Security Council and the President of the United States. Following retirement from active service, General McPeak began a second career in business. Since 1995, General McPeak has been President of McPeak and Associates, a management consulting firm that is active as an investor, advisor and director of early development stage companies. A subsidiary, Lost Wingman Press, recently published Hangar Flying; book one of a planned three-volume memoir. General McPeak has long service as a director of public companies, including Tektronix, Inc. and Trans World Airlines, Inc. He was for several years Chairman of ECC International Corp. His current public company directorships include Genesis Biopharma (since 2011), focused on immunology for treatment of Stage IV metastatic melanoma, Derycz Scientific (since 2010), publishing and distributing scientific journal articles, Miller Energy Resources (since 2010), engaged in oil and gas exploration and production, and DGT Holdings Corp. (since 2005), a real estate business. He previously served as a director of Mosquito Consolidated Gold (Chairman, 2011-2012), Point Blank Solutions, Inc. (2008-2011), MathStar, Inc. (2005-2010), QPC Lasers (Vice Chairman, 2006-2009), and Gigabeam Corp. (2004-2009). From 2003 to 2012, General McPeak was Chairman of Ethicspoint, Inc., a Portland, Oregon-based startup that became a leading provider of risk management and compliance software-as-a-service. In February 2012, Ethicspoint was bought by a private equity firm, merged with other companies and rebranded as NAVEX Global. General McPeak remains a board member of NAVEX Global. He also currently serves as Chairman of Coast Plating, Inc., a Los Angeles-based, privately held provider of metal processing and finishing services, primarily to the aerospace industry. General McPeak received a Bachelor of Arts degree in economics from San Diego State College and a Master of Science degree in international relations from George Washington University. In 1992, San Diego State University honored General McPeak with its first ever Lifetime Achievement Award. In 1995, George Washington University gave him its Distinguished Alumni Award, the “George.” He was among the initial seven inductees to the Oregon Aviation Hall of Honor. He is a member of the Council on Foreign Relations, New York City. In 2008 and 2009, General McPeak was a national co-chairman of Obama for President. In 2011, he became Chairman of the American Battle Monuments Commission, the federal agency that oversees care and maintenance of 24 cemeteries abroad that constitute the final resting place for almost 125,000 American war dead. General McPeak will bring to the Board extensive experience in management consulting and a successful military career, including his position as Chief of Staff of the U.S. Air Force and a member of the Joint Chiefs of Staff. Age 76.

JAMES H. PERRY

Director since 2008

Mr. Perry has been a self employedself-employed financial consultant since 2008. Previously, Mr. Perry served as Vice President of United Industrial Corporation, which, 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


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2000 to 2005, and as Vice President from 1997 to 2007. Mr. Perry, a certified public accountant, 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’s background as a financial consultant, senior executive and certified public accountant provides the Board with sophisticated financial expertise and oversight. Mr. Perry currently serves as Chairman of the Audit Committee and as a member of the Organization & Compensation Committee. Age 49.
51.

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SCOTT J. SEYMOUR

Director since 2010

Mr. Seymour joined the Company on January 6, 2010,has served as President and CEO of the Company and was appointedsince January 2010. He served as President of Aerojet-General Corporation (“Aerojet”) onfrom January 26, 2010.2010 until August 2012. Prior to that, Mr. Seymour hashad served as a consultant to Northrop Grumman Corporation, a global defense and technology company (“Northrop”), fromsince March 2008 to January 2010.2008. 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 andF/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 and a director of the Astronauts Memorial Foundation. Mr. Seymour serves as a Manager of the Board of Managers of Easton Development Company, LLC, a subsidiary of GenCorp. Mr. Seymour’s extensive experience as a senior executive provides the Board with significant operational expertise and an in-depth knowledge of the aerospace and defense industry. Age 60.

62.

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 serves as a Manager of the Board of Managers of Easton Development Company, LLC, a subsidiary of GenCorp. Mr. Turchin’s considerable experience in the real estate industry and service as a director of public companies provides the board with valuable expertise in real estate matters and experience in advising companies. Mr. Turchin currently serves as a member of the Audit Committee and as a member of the Corporate Governance & Nominating Committee. Age 69.

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,


10

71.

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 (“CFA”). As a CFA and through extensive experience, Mr. Woods brings to the Board significant financial and real estate related knowledge and expertise. Mr. Woods currently serves as a member of the Audit Committee and as a member of the Corporate Governance & Nominating Committee. Age 58.
The 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. In determining its recommendation to the Board, the Corporate Governance & Nominating Committee will consider all factors deemed relevant

10

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 & Nominating 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 & Nominating 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.

Retirement Policy

Under

On January 30, 2013, the Board’sBoard approved the elimination of the mandatory retirement policy a Director’s term of office normally expires at the annual meeting of shareholders following their 70th birthday. The Board’s retirement policy also provides that


11

for Directors.

the Board may waive immediate compliance with the policy and request that a Director postpone their retirement until a subsequent date.
Meetings of the Board

The Board held eleven11 meetings during fiscal year 2010.2012. All of the Directors who served during fiscal year 20102012 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 2010.2012. 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 20102012 annual meeting of shareholders were present at such meeting.

Meetings of Non-Employee Directors

Non-employee Directors (consists of all Directors other than Mr. Seymour), all of whom are independent, meet in executive session as part of each regularly scheduled Board meeting. In 2010,2012, the Chairman of the Board presided at all such executive sessions except two.sessions. In the event of the Chairman’s absence, aanother non-employee Director is chosen on a rotating basis to preside.

Board Leadership Structure

The

In February 2007, as part of its ongoing commitment to corporate governance, the Board does not havemade a policy regardingdecision to separate the separationpositions of the roles of CEO and Chairman of the Board and CEO. Prior to February 2007, the positions of Chairman of the Board and CEO were historically held by the same person. In March 2007, the Company’s shareholders approved the Board’s recommendations to amend the Company’s Amended Code of Regulations (the “Code of Regulations”) to allow the Board the flexibility to choose whether to elect a non-executive Chairman, who would not be an officer of the Company, or have one person serve in both capacities. Since March 2007, the Board has appointed a non-executive to serve as Chairman of the Board.

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Pursuant to the Company’s corporate governance guidelines, the duties of the non-executive Chairman of the Board include:

preparing the agenda for Board meetings in consultation with the CEO;

presiding over all meetings of the shareholders and Board, including all executive sessions of the independent Directors;

serving as liaison between the CEO and the Board;

collaborating with senior management to provide timely information to the Board; and

collaborating with the Organization & Compensation Committee to review the performance of the CEO.

As directors continue to have increasingly more oversight responsibilities, the Company believes it is beneficial to have an independent Chairman whose sole responsibility is leading the Board, leaving the CEO’s main focus on the Company’s business goals and promoting both short-term and long-term growth.

Pursuant to the Code of Regulations and the Company’s corporate governance guidelines, the Board determines the leadership structure of the Company. As part of the Board’s annual self-evaluation process, the Board evaluates the Company’s leadership structure to ensure that it provides the optimal structure for the Company and shareholders. At this time, the Board believes itthe current leadership structure, with Mr. Seymour serving as CEO and Mr. Henderson serving as Chairman of the Board, is the most advantageous for the Company. However, the Board recognizes that there is no single, generally accepted approach to providing corporate leadership, and the Company’s leadership structure may change in the best interests of the Company to make that determination based upon the position and direction of the Company and the membership of the Board. The Board has determined at this time that the Company’s Chairman should be an Independent Director rather than the CEO.

future as circumstances warrant.

Board Role in Risk Oversight

Management has the primary responsibility for identifying and managing the risks facing the Company, subject to the oversight of the Board. The Board strives to effectively oversee the Company’s enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of the Company for the benefit of the shareholders. The Board of Directors understands that its focus on effective risk oversight is critical to setting the Company’s tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand the Company’s risk philosophy by having discussions with management to establish a mutual understanding of the Company’s overall appetite for risk. The Company’s Board of Directors maintains an active dialogue with management about existing risk management processes and how management identifies, assesses and manages the Company’s most significant risk exposures. The Company’s Board expectsreceives frequent updates from management about the Company’s most significant risks so as to enable it to evaluate whether management is responding appropriately.

The Board of Directors relies on each of its committees to help oversee the risk management responsibilities relating to the functions performed by such committees. The Audit Committee periodically discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. The Organization & Compensation Committee helps the Board to identify the Company’s exposure to any risks potentially created by our compensation programs and practices. The Corporate Governance & Nominating Committee oversees risks relating to the Company’s corporate compliance programs and assists the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and a commitment to compliance with the law. Each of these committees is required to make regular reports ofregularly report on its actions and to make recommendations to the Board, including recommendations to assist the

12

Board with its overall risk oversight function. The Board retains oversight responsibility for all subject matters not specifically assigned to a committee, including risks presented by the Company’s business strategy, competition, regulation, general industry trends, and capital structure and allocation.


12

structure.

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.

To determine the independence of its Directors, the Company examined 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 listed Company, or an immediate family member is, or has been within the last three years, an executive officer of the listed Company;

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 listed 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);

Additionally, each

(a) the director is a current partner or employee of a firm that is the listed 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 listed 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 listed 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 listed 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 listed 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 listed Company’s consolidated gross revenues.

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Each of the Board’s nominees, other than Mr. Seymour, has been determined to be “independent” underby 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;
• 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.


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standards.

Board Committees

The Board maintains three standing committees: the Audit Committee; the Corporate Governance & Nominating Committee; and the Organization & Compensation Committee. In addition, non-standing committees include the CEO Search Committee (which was disbanded on January 6, 2010), the Pricing Committee, the Authorization Committee, and the Benefits Management Committee. 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 atwww.GenCorp.comand are available in print to any shareholder or interested party who requests them by writing to Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, California95853-7012 (if by overnight courier, then Highway 50 &2001 Aerojet Road, Rancho Cordova, California 95742).

95742.

The following table provides the membership and total number of meetings held by each standing committee of the Board in fiscal year 2010:

                
      Corporate
   
      Governance &
  Organization &
 Name  Audit  Nominating  Compensation
Scott J. Seymour
               
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 2010
    7     2     9 
                
2012:

Name

 

Audit

 

Corporate

Governance &

Nominating

 

Organization &

Compensation

Thomas A. Corcoran

     X 

James R. Henderson

   X*  

Warren G. Lichtenstein

     X 

David A. Lorber

 X    X*

James H. Perry

 X*   X 

Scott J. Seymour

      

Martin Turchin

 X  X   

Robert C. Woods

 X  X   

Total meetings in fiscal year 2012

 7  2  6 

*

Committee Chairman

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 onForm 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 audit or 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.


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The Corporate Governance & Nominating 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 & Nominating 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 & Nominating 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 & Nominating Committee meets all applicable independence requirements under the NYSE listing standards.

The Organization & Compensation Committee advises and recommends to the independent Directors the total compensation of the President and CEO. In addition,The Organization & Compensation Committee delegated to the President and CEO, the final authority to establish the 2012 base salaries of the other executives of the Company within limits previously reviewed by the Organization & Compensation Committee with the counsel of the CEO, considersPresident and establishes base pay and incentive pay for the other executive officers of the Company.CEO. The Organization & Compensation Committee also administers the Company’s deferred compensation plan and the GenCorp Amended and Restated 2009 Equity and Performance Incentive Plan.Plan (the “2009 Incentive Plan”). The Organization & 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 Organization & Compensation Committee also reviews and makes recommendations to the Board regarding the compensation and benefits for Directors.

The Board has determined that each member of the Organization & Compensation Committee meets all applicable independence requirements under the NYSE and SEC listing standards. In making its determination, the Board considered all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of an Organization & Compensation Committee member, including but not limited to, (i) the source of the director’s compensation, including any consulting, advisory or other compensatory fees paid by the Company; and (ii) whether the director has an affiliate relationship with the Company.

From time to time, the Board forms special committees whento address specific matters need to be addressed.

matters.

Director Nominations

The Corporate Governance & Nominating Committee identifies potential director candidates through a variety of means, including recommendations from members of the Corporate Governance & Nominating Committee, the Board, management and shareholders. The Corporate Governance & Nominating Committee

15

also may retain the services of a consultant to assist in identifying candidates. The Corporate Governance & Nominating 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 & Nominating Committee,c/o Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, California95853-7012 (if by overnight courier, then Highway 50 &2001 Aerojet Road, Rancho Cordova, California 95742).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.


15

Such nominations must be received by the Chairman of the Corporate Governance & Nominating Committee no later than December 1st1st 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 20102012 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 & Nominating 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. Although the Corporate Governance & Nominating Committee does not have a formal diversity policy relating to the identification and evaluation of nominees, the Corporate Governance & Nominating Committee, in addition to reviewing a candidate’s qualifications and experience in light of the needs of the Board and the Company at that time, reviews candidates in the context of the current composition of the Board and the evolving needs of the Company’s businesses.

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 & Nominating Committee,c/o Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, California95853-7012 (if by overnight courier, then Highway 50 & 2001 Aerojet Road, Rancho Cordova, California 95742).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 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 Organization & Compensation Committee is composed entirely of non-employee independent Directors. As of November 30, 2010,2012, the members of the Organization & 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 Organization & Compensation Committee. In addition, none of the Company’s executive officers serve as a member of the Organization & 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 Organization & Compensation Committee.

The current Director

16

compensation program was implemented by the Company in 2010 after evaluation of the recommendations by Hay Group, Inc. (“Hay Group”) who was retained by the Organization & Compensation Committee as outside consultants to assess the overall compensation structure for its non-employee Directors. Specifically, the Organization & Compensation Committee requested Hay Group to measure the Company’s director compensation (in total and by pay component) against similarly sized U.S. companies in the aerospace/defense industry based on information disclosed in recent SEC filings, and in the broader general industry, using both proprietary compensation surveys and its knowledge of industry practices. The compensation program was re-evaluated in 2011 and determined to be competitive with the current market. The Director compensation program is more fully described below.

Annual Retainer Fees

Under our Director compensation program effective beginning on April 2010, and for the period ending on the date of each annual meeting of shareholders,Company’s most recently ended fiscal year, each non-employee Director will receive an annual retainer fee of $55,000, with the exception of the Chairman of the Board who will receivereceives an annual retainer fee of $110,000. Each non-employee Director will receive $5,000 for service on a standing or long-term special committee of the Board and $3,250 for service on a limited-purpose special committee of the Board. Non-employee


16

Directors who served as Chairman of the Organization & Compensation Committee or Corporate Governance & Nominating Committee will receive an additional annual fee of $10,000 and the Chairman of the Audit Committee will receive an additional $15,000. Non-employee Directors who attend Board meetings in excess of six meetings between any two annual meetings of shareholders will receive $2,000 per each additional Board meeting and non-employee Directors who attend meetings of any single standing or long-term special committee meetings held in excess of six meetings between any two annual meetings of shareholders will receive $1,500 per each additional committee meeting. The annual cash compensation for each non-employee Director serving as a Manager on the Board of Managers of Easton Development Company, LLC is $15,000.

Non-Employee Directors are offeredgiven a choice annually between continuing to receive all such Director fees in the form of cash or receiving all or part, but no less than 50%, of such fees in the form of fully vested Company Common Stock, calculated based on the closing price of the Common Stock as reported in the NYSE Composite Transactions in the Wall Street Journal (or if such information in such source is unavailable, a source providing similar information selected by the Company) as of the applicable Director pay date, pursuant to the 2009 Incentive Plan. If a non-employee Director elects for any year to receive all or a portion of such fees in the form of fully-vested Common Stock, an additional grant of restricted shares of Common Stock will be given equal in value to 50% of the amount of fees paid in fully-vested Common Stock vesting on the earlier of the Director’s retirement from service from the Board or one year from the date of grant.

Equity Grants

In March 2010,2012, each non-employee Director received $75,000 worth of equity compensation, with the exception of the Chairman of the Board, who received $95,000 worth of equity compensation pursuant to the 2009 Incentive Plan. This grant consisted of 2,0002,749 restricted shares of Common Stock and 27,47913,619 Stock Appreciation Rights (“SARs”) for non-employee Directors other than the Chairman of the Board, whomwho received 3,5003,482 restricted shares of Common Stock and 32,93617,251 SARs. These awards vest in 50% increments on the six-month and twelve-month anniversary of the grant date. Also, in April 2010, each non-employee Director received $100,000 worth of equity compensation in the form of 17,123 restricted shares of Common Stock under the 2009 Incentive Plan. These shares will vest upon the Director’s retirement from the Board of Directors, or upon a Change in Control as defined in the 2009 Incentive Plan, or by action of the Organization & Compensation Committee of the Board taken on or after March 31, 2013. 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 restricted shares of Common Stock may be voted, but ownership may not transfer 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. The SARs have a seven-year term under the 2009 Incentive Plan.

17

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 Deferred Compensation Plan for NonEmployeeNon-Employee Directors, if any 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 from the later of October 2007 or the date of their election to the Board to meet the thresholds set forth in these equity ownership guidelines. The Board routinely reviews these guidelines periodically, and considers adjustments when appropriate,


17

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 January 25, 2011.
                
   Value of Equity
      
Name  Ownership(*)  Date of Election  Years as a Director
Thomas A. Corcoran
  $192,082    09/24/08    2 
James R. Henderson
   406,685    03/05/08    3 
Warren G. Lichtenstein
   21,706,337    03/05/08    3 
David A. Lorber
   277,267    03/31/06    5 
James H. Perry
   271,977    05/16/08    2 
Martin Turchin
   331,267    03/05/08    3 
Robert C. Woods
   154,079    03/31/06    5 
                
December 31, 2012.

Name  

Value of Equity

Ownership*

  Date of Election Years as a Director

Thomas A. Corcoran

   $    823,156   09/24/08 4.3

James R. Henderson

   1,641,882   03/05/08 4.9

Warren G. Lichtenstein

   1,011,952   03/05/08 4.9

David A. Lorber

   1,109,542   03/31/06 6.9

James H. Perry

   1,115,603   05/16/08 4.7

Martin Turchin

   1,111,906   03/05/08 4.9

Robert C. Woods

   693,409   03/31/06 6.9

*

Value is based on the stock price on January 25, 2011December 31, 2012 of $5.29.$9.15.

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 $3,000 per calendar year.

Non-employee Directors may also elect to participate in the same health benefits programs at the same cost as offered to all of the Company’s employees. TwoThree Directors participated in this plan in fiscal 2010.2012. The Company also reimburses Directors for actualreasonable travel and other expenses incurred in attending Board and Committee meetings.

18

20102012 DIRECTOR COMPENSATION TABLE

The following table sets forth information regarding compensation earned or paid to each non-employee Director who served on the Board of Directors in fiscal year 2010.2012. Employee Directors who are employees are not compensated for their services as directors.

                          
   Fees Earned
       Option/SARs
   All Other
     
   or Paid
   Stock Awards
   Awards
   Compensation
   Total
 
Name  ($)(1)   ($)(2)(3)   ($)(2)(3)   ($)(4)   ($) 
Thomas A. Corcoran
  $63,742   $122,062   $65,741   $3,000   $254,545 
James R. Henderson
   143,494    174,945    78,796    —    397,235 
Warren G. Lichtenstein
   68,743    137,380    65,741    —    271,864 
David A. Lorber
   83,745    144,881    65,741    —    294,367 
James H. Perry
   83,745    144,881    65,741    —    294,367 
Martin Turchin
   78,742    142,376    65,741    3,000    289,859 
Robert C. Woods
   63,750    109,258    65,741    —    238,749 
                          
a director.

Name 

Fees Earned

or Paid

($)(1)

  

Stock Awards

($)(2)(3)

  

Option/SARs

Awards

($)(2)(3)

  

All Other

Compensation

($)(4)

  

Total

($)

Thomas A. Corcoran

 $    70,993   $  54,245   $  56,249   $  3,000   $  184,487

James R. Henderson

  148,990    98,239    71,250    —   318,479

Warren G. Lichtenstein

  75,992    56,742    56,249    —   188,983

David A. Lorber

  86,993    62,245    56,249    —   205,487

James H. Perry

  88,991    63,241    56,249    —   208,481

Martin Turchin

  85,993    40,244    56,249    3,000   185,486

Robert C. Woods

  68,988    53,243    56,249    —   178,480

(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 2010.2012. Non-employee Directors have a choice to receive all or a portion of their director fees in fully vested Common Stock of the Company, in which the number of shares is calculated based ondetermined by the closing price of the Common Stock as of the applicable pay date. If a Director elects to receive fees in Common Stock, an additional grant of restricted shares of Common Stock are given in an amount equal in value to 50% of the amount of fees paid in fully vested Common Stock. This additional grant is reported in the “Stock Awards”


18

column. The following table shows director fees that were paid in fully vested Common Stock in fiscal year 2010.2012.

                
         Grant Date
      Stock Awards
  Fair Value
Name  Pay Date  (#)  ($)
Thomas A. Corcoran
   4-15-10    2,043   $11,870 
    7-15-10    1,302    6,875 
    10-15-10    1,361    6,873 
James R. Henderson
   4-15-10    10,757    62,498 
    7-15-10    5,208    27,498 
    10-15-10    5,445    27,497 
Warren G. Lichtenstein
   4-15-10    4,948    28,748 
    7-15-10    2,604    13,749 
    10-15-10    2,722    13,746 
David A. Lorber
   4-15-10    7,530    43,749 
    7-15-10    2,604    13,749 
    10-15-10    2,722    13,746 
James H. Perry
   4-15-10    7,530    43,749 
    7-15-10    2,604    13,749 
    10-15-10    2,722    13,746 
Martin Turchin
   4-15-10    6,669    38,747 
    7-15-10    2,604    13,749 
    10-15-10    2,722    13,746 
Robert C. Woods
        —    — 
                

Pay Date     Thomas A.
Corcoran		  James R.
Henderson		  Warren G.
Lichtenstein		  David A.
Lorber		  James H.
Perry		  Martin
Turchin		  Robert C.
Woods		 

01-17-12

 

Stock Awards (#)

  2,560    5,121    2,560    2,560    2,560    1,280    2,560  

01-17-12

 

Grant Date Fair Value 

  $  13,747    $  27,500    $  13,747    $  13,747    $  13,747    $    6,874    $  13,747  

04-16-12

 

Stock Awards (#)

  4,362    9,750    5,095    6,708    7,001    3,280    4,068  

04-16-12

 

Grant Date Fair Value 

  $  29,749    $  66,495    $  34,748    $�� 45,749    $  47,747    $  22,370    $  27,744  

07-16-12

 

Stock Awards (#)

  2,052    4,104    2,052    2,052    2,052    1,026    2,052  

07-16-12

 

Grant Date Fair Value 

  $  13,748    $  27,497    $  13,748    $  13,748    $  13,748    $    6,874    $  13,748  

10-15-12

 

Stock Awards (#)

  1,488    2,976    1,488    1,488    1,488    744    1,488  

10-15-12

 

Grant Date Fair Value 

  $  13,749    $  27,498    $  13,749    $  13,749    $  13,749    $    6,875    $  13,749  

(2)

The amounts reported in these columns for each non-employee Director reflect the grant date fair value of stock awards given in fiscal year 2010.2012. A description of these awards can be found under the section entitledLong-Term Incentives (Equity-Based Compensation) on page 29.35. 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 onForm 10-K for the fiscal year ended November 30, 2010.2012.


19

The following table shows each grant of restricted stock and SARs granted during fiscal year 2012 to each non-employee Director who served as a Director in fiscal year 2012, and the aggregate grant date fair value for each award.

NameThe following table shows each grant of restricted stock and

        Grant        

Date

    Stock Awards    

(#)

    SARs granted during fiscal year 2010 to each non-employee Director who served as a Director in fiscal year 2010, and the aggregate grant date fair value for each award.

                     
            Grant Date
   Grant
  Stock Awards
  SARs Awards
  Fair Value
Name  Date  (#)  (#)  ($)
Thomas A. Corcoran
   3-24-10         27,479(A)  $65,741 
    3-24-10    2,000(A)        9,260 
    4-9-10    17,123(B)        99,998 
    4-15-10    1,021(C)        5,932 
    7-15-10    651(C)        3,437 
    10-15-10    680(C)        3,434 
James R. Henderson
   3-24-10         32,936(A)   78,796 
    3-24-10    3,500(A)        16,205 
    4-9-10    17,123(B)        99,998 
    4-15-10    5,378(C)        31,246 
    7-15-10    2,604(C)        13,749 
    10-15-10    2,722(C)        13,746 
Warren G. Lichtenstein
   3-24-10         27,479(A)   65,741 
    3-24-10    2,000(A)        9,260 
    4-9-10    17,123(B)        99,998 
    4-15-10    2,474(C)        14,374 
    7-15-10    1,302(C)        6,875 
    10-15-10    1,361(C)        6,873 
David A. Lorber
   3-24-10         27,479(A)   65,741 
    3-24-10    2,000(A)        9,260 
    4-9-10    17,123(B)        99,998 
    4-15-10    3,765(C)        21,875 
    7-15-10    1,302(C)        6,875 
    10-15-10    1,361(C)        6,873 
James H. Perry
   3-24-10         27,479(A)   65,741 
    3-24-10    2,000(A)        9,260 
    4-9-10    17,123(B)        99,998 
    4-15-10    3,765(C)        21,875 
    7-15-10    1,302(C)        6,875 
    10-15-10    1,361(C)        6,873 
Martin Turchin
   3-24-10         27,479(A)   65,741 
    3-24-10    2,000(A)        9,260 
    4-9-10    17,123(B)        99,998 
    4-15-10    3,334(C)        19,371 
    7-15-10    1,302(C)        6,875 
    10-15-10    1,361(C)        6,873 
Robert C. Woods
   3-24-10         27,479(A)   65,741 
    3-24-10    2,000(A)        9,260 
    4-9-10    17,123(B)        99,998 
                     


20Awards    

(#)

    Grant Date    

Fair Value

($)

(A)

Thomas A. Corcoran

These equity awards vest in 50% increments on the six-month and twelve-month anniversary of the grant date.01-17-121,280(A)$  6,874
 
(B)03-28-12These shares will vest upon the Director’s retirement from the Board, or upon a Change in Control as defined in the 2009 Incentive Plan, or by action of the Organization & Compensation Committee of the Board taken on or after March 31, 2013.13,619(B)56,249
 03-28-122,749(B)18,748
(C)04-16-122,181(A)14,874
07-16-121,026(A)6,874
10-15-12   744(A)6,875

James R. Henderson

01-17-122,560(A)13,747
03-28-1217,251(B)71,250
03-28-123,482(B)23,747
04-16-124,875(A)33,248
07-16-122,052(A)13,748
10-15-121,488(A)13,749

Warren G. Lichtenstein

01-17-121,280(A)6,874
03-28-1213,619(B)56,249
03-28-122,749(B)18,748
04-16-122,547(A)17,371
07-16-121,026(A)6,874
10-15-12   744(A)6,875

David A. Lorber

01-17-121,280(A)6,874
03-28-1213,619(B)56,249
03-28-122,749(B)18,748
04-16-123,354(A)22,874
07-16-121,026(A)6,874
10-15-12   744(A)6,875

James H. Perry

01-17-121,280(A)6,874
03-28-1213,619(B)56,249
03-28-122,749(B)18,748
04-16-123,500(A)23,870
07-16-121,026(A)6,874
10-15-12   744(A)6,875

Martin Turchin

01-17-12640(A)3,437
03-28-1213,619(B)56,249
03-28-122,749(B)18,748
04-16-121,640(A)11,185
07-16-12   513(A)3,437
10-15-12   372(A)3,437

Robert C. Woods

01-17-121,280(A)6,874
03-28-1213,619(B)56,249
03-28-122,749(B)18,748
04-16-122,034(A)13,872
07-16-121,026(A)6,874
10-15-12   744(A)6,875

20

(A)

These shares vest on the earlier of the Director’s retirement from the Board or the one year anniversary of the grant date.

(B)

These equity awards vest in 50% increments on the six-month and twelve-month anniversary of the grant date.

(3)

The following table shows the amount of outstanding and unexercised SARs awards and unvested stock awards as of November 30, 20102012 for each non-employee Director who served as a Director in fiscal year 2010.2012. No Director held stock options as of November 30, 2010.2012.

           
       Outstanding and
 
       Unexercised
 
Name  Unvested Stock Awards   SARs 
Thomas A. Corcoran
   23,600    48,479 
James R. Henderson
   37,077    80,936 
Warren G. Lichtenstein
   27,260    63,479 
David A. Lorber
   28,051    68,479 
James H. Perry
   28,551    63,479 
Martin Turchin
   28,120    63,479 
Robert C. Woods
   21,623    68,479 
           

Name Unvested Stock Awards 

Outstanding and

Unexercised SARs

Thomas A. Corcoran

 23,729   77,552

James R. Henderson

 29,839 117,763

Warren G. Lichtenstein

 24,095   92,552

David A. Lorber

 24,902   97,552

James H. Perry

 25,048   92,552

Martin Turchin

 21,663   92,552

Robert C. Woods

 23,582   97,552

(4)

All Other Compensation includes matching donations made by the GenCorp Foundation for gifts made in fiscal year 2010.2012.


21

Security Ownership of Officers and Directors

The following table lists share ownership of Common Stock by the Company’s current Directors, nominees 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 February 1, 2011 (except for Mr. Neish, where total amounts owned are as of the date he terminated employment with the Company).

         
   Amount and Nature of
   
Beneficial Owner  Beneficial Ownership(1)(2)  Percent of Class
Directors
        
Thomas A. Corcoran
   31,307   *
James R. Henderson(3)
   68,245   *
Warren G. Lichtenstein(4)
   4,098,274     6.9%
David A. Lorber
   47,410   *
James H. Perry
   46,410   *
Martin Turchin(5)
   57,618   *
Robert C. Woods
   24,123   *
Executive Officers
        
Scott J. Seymour
   153,334   *
Kathleen E. Redd(6)
   35,929   *
Richard W. Bregard(7)
   30,858   *
Chris W. Conley
   48,076   *
Former Executive Officer
        
J. Scott Neish
   28,473   *
All Current Directors and Executive Officers as a group (except J. Scott Neish) (11 persons)
   4,641,584   7.8%
         
6, 2013.

Beneficial Owner  

Amount and Nature of

Beneficial Ownership(1)(2)

  Percent of  Class

Directors

      

Thomas A. Corcoran(3)

       61,842  *

James R. Henderson

     143,221  *

Warren G. Lichtenstein

       81,718  *

David A. Lorber

       92,823  *

James H. Perry

       93,046  *

Martin Turchin(4)

       92,642  *

Robert C. Woods

       47,344  *

Nominees

      

Merrill A. McPeak

                0  *

Executive Officers

      

Scott J. Seymour(5)

     645,072  1.07%

Kathleen E. Redd(6)

     209,092  *

Richard W. Bregard

       56,310  *

Warren M. Boley, Jr.

       70,000  *

Christopher C. Cambria

       32,386  *

All Current Directors, nominees and Executive Officers as a group (13 persons)

  1,625,496  2.68%

 *
* 

Less than 1.0%

(1)

Includes restricted shares granted under the 1999 Equity and Performance 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 February 1, 2011, (except for Mr. Neish, where amounts are as of the date he terminated employment with the Company).January 31, 2013.

(2)

Includes shares issuable upon the exercise of stock options that may be exercised within 60 days of January 29, 2011after February 6, 2013 as follows: Mr. Seymour (held in the Scott J. Seymour, Trustee of the Scott J. Seymour Equity Trust dated December 23, 2012 — 33,334;288,697; Ms. Redd — 3,999; Mr. Conley — 10,000;103,971; and Mr. NeishBregard — 2,200;10,500; and all current executive officers as a group (except for Mr. Neish) — 47,333403,168 shares. No Director held outstanding stock options.

(3)As a member of a “group” for

Includes 38,693 shares held in the purposes ofRule 13d-5(b)(1) of the Exchange Act, Mr. Henderson may be deemed a beneficial owner of all 4,055,737 shares of Common Stock owned by SPII.Thomas A. Corcoran TTEE U/A DTD 07/16/2001.

(4)Includes shares beneficially owned by Messrs. Lichtenstein and Henderson and various affiliated entities, including SPII, SPH, and Steel Partners, including 42,537 shares of stock of the Company owned directly by Mr. Lichtenstein. Certain of the foregoing information is according to Amendment No. 19 to a Schedule 13D dated February 18, 2010, and filed with the SEC on February 19, 2010.


22

(5)7,500 shares are held in the name of Martin Turchin IRA Rollover, 3,000 shares are held in the name of Peter Turchin Trust, 1,000 shares are held in the name of Coulter Turchin Trust, and 1,000 shares are held in the name of Tyler Turchin Trust.

(5)

40,000 common shares are held in the Scott J. Seymour and Kathleen Goette Seymour Family Trust and 80,000 common shares and 100,000 stock options are held in the Scott J. Seymour, Trustee of the Scott J. Seymour Equity Trust dated December 23, 2012.

(6)1,285

20,795 shares are held through the Revocable Trust of Paul K.Kingsley Redd and Kathleen E. Redd.

(7)342 shares are held in a Charles Schwab Personal Choice Retirement Account.Ellen Redd Revocable Trust.

22

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. Amendments to the Code of Business Conduct and any grant of a waiver from the provision of the Code of Business Conduct requiring disclosure under applicable SEC rules will be disclosed on the Company’s website atwww.GenCorp.com.Copies of the Code of Business Conduct and the Company’s Corporate Governance Guidelines are also available on the Company’s web site atwww.GenCorp.com(copies(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, California95853-7012 (if by overnight courier, then Highway 50 &2001 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 exceeds 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.interest (a “Related Party Transaction”). Any such related party transactionRelated 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 transactionRelated 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.

TheRelated Party Transactions.

On September 9, 2011, the Company hadrepurchased $15.5 million principal amount of its 2 1/4% convertible subordinated debentures from SPH Group Holdings LLC for an aggregate purchase price of $15,438,000, plus brokerage commissions and accrued and unpaid interest, which was a Related Party Transaction. A member of the Company’s Board of Directors, Mr. Lichtenstein, is the Chairman and CEO of the manager of SPH Group Holdings LLC. There were no transaction,Related Party Transactions in fiscal year 2012, 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 in which 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.

Related Party Transactions.


23

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 auditor’s 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 PwC,PricewaterhouseCoopers LLP (“PwC”), the Company’s 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 (AICPA, Professional Standards Vol. 1, AU Section 380), as adopted by the Public Accounting Oversight Board in Rule 3200T. 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 PwC’s 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 onForm 10-K for the fiscal year ended November 30, 2010.

2012.

The Audit Committee met seven times during fiscal year 2010.

2012.

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 onForm 10-K for the fiscal year ended November 30, 20102012 for filing with the SEC. The Audit Committee appointed PwC as the Company’s independent registered public accounting firm for fiscal year 2011.

2013.

Submitted by the Audit Committee,

James H. Perry, Chairman

David A. Lorber

Martin Turchin

Robert C. Woods

January 26, 2011

29, 2013


24

ORGANIZATION & COMPENSATION COMMITTEE REPORT

The Organization & Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation 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 and the Company’s 20102012 Annual Report onForm 10-K. The Board has approved that recommendation.

The Organization & Compensation Committee met six times during fiscal year 2012.

Submitted by the Organization & Compensation Committee,

David A. Lorber, Chairman

Thomas A. Corcoran

Warren G. Lichtenstein

James H. Perry

January 25, 2011

30, 2013

EXECUTIVE COMPENSATIONOFFICERS OF THE REGISTRANT

Executive Officers of the Registrant

The following information is given as of December 31, 2010.

2012.

Name

  

Title

  

Other Business Experience

  Age 
NameTitleOther Business ExperienceAge

Scott J. Seymour

  President and Chief Executive Officer of the Company and President of Aerojet (since January 2010)  

President of Aerojet-General Corporation (“Aerojet”) January 2010 — August 2012; 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.

   6062  

Kathleen E. Redd

  Vice President, Chief Financial Officer (since January 2009), and Assistant Secretary of the Company (since February 2009)March 2012)  

Secretary January 2009 — March 2012; 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.

   49

51

  


25

Name

  

Title

  
NameTitle

Other Business Experience

  Age

Warren M. Boley, Jr.

  
President, Aerojet (since August 2012)  

Chief Operating Officer, Boley Tool & Machine Works May 2011 — August 2012; Corporate Director, Boley Tool & Machine Works 1991 — present; President, Military Engines Division, United Technologies Corporation, Pratt & Whitney Business Unit (“Pratt & Whitney”) April 2010 — May 2011; Vice President — F135/F119 Engine Programs, Pratt & Whitney April 2009 — April 2010; Vice President, Operational Military Engines and Customer Support, Pratt& Whitney September 2007 — April 2009; Vice President Operational Military Engines, Pratt & Whitney March 2003 — September 2007.

50

Richard W. Bregard

  Deputy to the President, Aerojet (since June 2010)  

Vice President, Defense Programs 2007 — 2010; Executive Director, Missile Defense Programs 2004 — 2007, and President,Director of Smart Weapons at Northrop 2002 — 2004, Director of Smart Weapons at Aerojet Ordnance Tennessee, Inc. 20041998 — 2007.2002, Director of Tactical Systems at Nichols Research 1997 — 1998, prior to 1997, U.S. Army Defense Systems Acquisitions.

  68

70

Chris W. Conley

Christopher C. Cambria

  Vice President, Environmental, HealthGeneral Counsel (since September 2011), and SafetySecretary of the Company (since October 1999)March 2012)  Director Environmental, Health

Self-employed legal consultant 2010 — 2011. Senior Vice President and Safety, March 1996Senior Counsel, Mergers and Acquisitions for L-3 Communications Holdings 2006 — October 1999; Environmental Manager, 19902009; Senior Vice President, Secretary and General Counsel 2001 — 1996.2006; and Vice President, General Counsel and Secretary 1997 — 2001. Associate with Fried, Frank, Harris, Shriver & Jacobson 1994 — 1997. Associate with Cravath, Swaine & Moore 1986 — 1993.

  52

54

The Company’s executive officers generally hold terms of office of one yearand/or until their successors are elected.

elected and serve at the discretion of the Board.

26

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview and Compensation ObjectivesExecutive Summary

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 20102012 compensation program covered our President and CEO, Vice President, CFO and Assistant Secretary, and two of ourthe Named Executive Officers who were officers as of the end of fiscal year 2010, plus our former Interim President and CEO.2012. The 20102012 compensation program also covered other key employees of the Company.

We have designed our executive compensation program, under the direction of the Organization & 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 Organization & Compensation Committee set performance targets for annual cash incentives for 20102012 for our officers related to contract profit, free cash flow, adjusted earnings before interest and taxes, contract awards, and certain other goals that include individual performance and accomplishments of each executive.

The objectives of our compensation program are as follows:

Performance Incentives — provides a particular executive.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 the Company or incentives for certain critical talent to achieve key short-term strategic initiatives; and

Stakeholder Incentives — promotes an ownership interest that aligns management and shareholders. In this regard, the Organization & 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 to own shares of our Common Stock equal in total market value to a designated multiple of such executive officer’s annual salary.

Administration of the Executive Compensation Program

The Organization & Compensation Committee determines allmost matters of executive compensation and benefits, although ourthe committee has delegated to the President and CEO provides input and initial recommendationsthe final authority to the Organization & Compensation Committee with respect toestablish base salaries of the Named Executive Officers of the Company other than the President and CEO.himself. Our President and CEO, Scott J. Seymour, andour Deputy to the President, Aerojet, our Vice President, CFO and Assistant Secretary, Kathleen E. Redd,and our Vice President, Human Resources provided input to the Organization & Compensation Committee with respect to the 20102012 compensation program. The Organization & 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

In assessing competitive overall compensation, the Organization & Compensation Committee engages, from time to time, independent outside consulting firms to aid in the review and evaluation of ourthe total compensation provided to the Named Executive Officers. Since fiscal 2010, the Company retained Hay Group to review the design of the Company’s annual and long-term incentive programs and to assist in

27

developing an executive compensation program arestructure that was based on the internal hierarchy of jobs and aligned with external market practices. In performing its duties, Hay Group worked with senior management and the Chairman of the Organization & Compensation Committee to understand the Company’s business strategy, the competitive market for talent, and the accountabilities of the executives and perceptions of the Company’s current compensation programs. Hay Group was also instructed to develop an executive compensation comparator group of publicly traded companies in the aerospace/defense industry. Based on the information presented by Hay Group and input from our Vice President, CFO and Assistant Secretary, and our Vice President, Human Resources, the Organization & Compensation Committee and the President and CEO exercised its business judgment 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 Organization & Compensation Committee approved share ownership guidelines

26

to setting base salaries and incentive compensation levels for the Named Executive Officers.

Independent Executive Compensation Consultant’s Role

that apply to our Named Executive Officers, where over a period of time, each Named Executive Officer is expected 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 Organization & Compensation Committee setsretains Hay Group to provide objective analysis, advice and information to the Organization & Compensation Committee, including competitive market data and compensation recommendations related to the President and CEO and other senior executives. Hay Group served as the independent executive compensation consultant to the Organization & Compensation Committee during fiscal year 2012. The executive compensation consultant reports to the Chairman of the Organization & Compensation Committee and has direct access to the other members of the Organization & Compensation Committee as well as senior management. The total fees for the services provided by the Hay Group to the Company and paid in fiscal year 2012 were $154,591.

In addition to the compensation services provided by Hay Group to the Organization & Compensation Committee, Hay Group provided certain services to the Company at the request of management consisting of advice relating to the design of the Company’s broad-based employee annual incentive plans. The Company paid $24,194 to Hay Group in fiscal year 2012 for such services which is included in the $154,591 total disclosed in the previous paragraph. The Organization & Compensation Committee believes that, given the nature and scope of these additional services, these additional services did not raise a conflict of interest and did not impair Hay Group’s ability to provide independent advice to the Organization & Compensation Committee concerning executive compensation matters.

In making the overall determination of Hay Group and Hay Group’s lead advisor to the Organization & Compensation Committee independence, the Organization & Compensation Committee considered, among other things, the following factors: (i) the types of non-executive compensation consulting services provided by Hay Group to the Company, (ii) the amount of fees for executive and non-executive compensation consulting services, noting in particular that such fees are negligible when considered in the context of Hay Group’s total revenues for the period, (iii) Hay Group’s policies and procedures concerning conflicts of interest, (iv) there are no other business or personal relationships between members of the Organization & Compensation Committee and Hay Group’s lead advisor to the Company, (v) the lead Hay Group advisor who provides executive and non-executive compensation consulting services to the Company does not own any GenCorp common stock, and has agreed not to purchase any such stock so long as Hay Group and the lead advisor is engaged to provide executive compensation advisory services to the Organization & Compensation Committee (any Company stock held or managed through a third party (e.g., qualified retirement benefit plan and mutual fund) in which the lead advisor has an interest is not considered stock owned by the adviser for purposes of this sentence), (vi) there are no other business or personal relationships between the Company’s executives and the lead Hay Group advisor, and (vii) any other factors relevant to the independence of the executive compensation consultant.

The decisions made by the Organization & Compensation Committee are the responsibility of the Organization & Compensation Committee and may reflect factors and considerations other than the information and recommendations provided by Hay Group.

28

In fiscal 2011, the Company retained Hay Group to provide ad hoc consulting related to executive compensation. The total fees for the services provided by Hay Group to the Company in fiscal year 2011 were $26,846.

Say-on-Pay

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company began providing our shareholders with the opportunity to cast an advisory vote regarding the compensation of our Named Executive Officers. At the 2012 Annual Meeting of Shareholders of GenCorp Inc. held on March 28, 2012, more than 93% of the votes cast (excluding those who abstained or were broker non-votes) were in favor of the Company’s executive compensation program. After considering the outcome of this advisory vote, the Organization & Compensation Committee determined that no changes to our compensation policies were necessary.

Consideration of Competitive Market Data Regarding Executive Compensation

The Organization & Compensation Committee and the President and CEO used the results of the compensation study completed by Hay Group in fiscal year 2010 and updated in 2012 to determine pay for 2012. The Organization & Compensation Committee and the President and CEO set base salaries, target annual cash incentive levels and target annual long-term incentive award values generally at the 50th50th percentile of competitive market levels for comparable aerospace/defense companies. This approach was the starting point of the analysis, then adjustments were made to some executives’ target compensation to reflect other factors such as set forththe executive’s experience, breadth of responsibilities, tenure in broad based industry surveys. The Organization & Compensation Committee does not identify specific companies for comparative purposesthe position, overall individual performance, and no specific element of compensation is tied to benchmarking. In assessing competitive overall compensation, the Organization & Compensation Committee reviewed aCompany’s performance overall.

The study conducted by the Hay Group onin fiscal year 2010 compared total executive compensation against similarly sized U.S. companies in the Company’s behalf that usedaerospace/defense industry and in the broader general industry, using data from Hay Group’s Executive Compensation Survey, the Mercer Human Resource ConsultingConsulting’s US Mercer Benchmark Database, and the Pearl Meyer & Partners (CHiPS)(ChiPS) Executive and Senior Management Total Compensation Survey.

In addition, Hay Group was instructed to develop an executive compensation comparator group of publicly traded companies in the aerospace/defense industry. In selecting the comparator group, Hay Group considered companies with revenues of approximately one-half to two times the Company’s revenues and companies in the aerospace and defense industry, excluding those that were exclusively focused on services. The purpose of the comparator group was to compare target and actual compensation levels of the Company’s President and CEO and Vice President, CFO and Assistant Secretary, to the Named Executive Officers of the comparator group.

The comparator group was comprised of the following companies:

BE Aerospace, Inc.

Hexcel Corp.

MOOG Inc.

Transdigm Group Inc.

Curtiss Wright Corp.

Heico Corp.

Teledyne Technologies Incorporated.

Ducommun Inc.

Esterline Technologies Corp.

Ceradyne, Inc.

AAR Corp.

Ladish Co., Inc.

Triumph Group, Inc.

Kratos Defense & Security Solutions, Inc.

Orbital Sciences Corp.

Argon ST, Inc.

To ensure year over year consistency of comparisons to market, Hay Group used the same peer group established in 2010 listed above and collected the most recent competitive data from proxy filings to guide our pay decisions for this fiscal year. We note that Argon ST, Inc. was acquired by the Boeing Company and were not included in the most recent analysis. In addition to publicly disclosed data from proxy filings for the above peer group, we collected market competitive data from the Hay Group General Market Executive

29

Compensation Database filtering for companies of like size. Mr. Seymour’s targeted total direct compensation for fiscal 2012 was at the 50th percentile of the industry study and 35th percentile of the comparator group. Mr. Seymour’s actual total direct compensation was at or near the 64th percentile of the industry study and the 45th percentile of the comparator group.

Ms. Redd’s total compensation was benchmarked against both the comparative data included in Hay Group’s broad based industry study and the comparator group, each of which were given a weighting of 66.67% and 33.33%, respectively, and blended into one comparative benchmark. Ms. Redd’s targeted total direct compensation for fiscal 2012 was at the 43rd percentile of the blended comparative benchmark. Ms. Redd’s actual total direct compensation was at or near the 49th percentile of the blended comparative benchmark.

Mr. Bregard’s total compensation was benchmarked against the comparative data included in Hay Group’s broad based industry study. For fiscal 2012, Mr. Bregard’s targeted total direct compensation was at the 35th percentile of the benchmark. Mr. Bregard’s actual total direct compensation was at or near the 43rd percentile of the benchmark.

Mr. Cambria’s total compensation was benchmarked against the comparative data included in Hay Group’s broad based industry study. For fiscal 2012, Mr. Cambria’s targeted total direct compensation was at or near the 56th percentile of the benchmark. Mr. Cambria’s actual total direct compensation was at or near the 63rd percentile of the benchmark.

The same peer group and market competitive data used for Mr. Seymour’s compensation was used to set starting compensation for Mr. Boley. Since Mr. Boley joined the Company in July 2012, his total direct compensation consisted of a prorated compensation package pursuant to his employment offer.

Hay Group reviewed year over year changes to the proxy peer group data to further understand market movement for base, bonus and long-term incentives for comparable positions and to understand our compensation relative to market. While base salary and target incentives have remained stable year over year, Hay Group’s analysis shows a much heavier use of long-term incentives both in terms of value and contribution to mix of pay. At the median, long-term incentives at the 50th percentile went from approximately 85% of base salary to 150% of base salary for the CEO position and from 85% of base salary to 105% of base salary for the CFO position across the peer group. Hay Group will continue to monitor in the coming year to determine if this is a continuing trend as they begin to advise the Company on setting compensation levels and mix for the upcoming year.

Compensation Elements

The compensation program for executive officers has historically consisted of the following principal elements:

Base salary;

Short-term annual cash incentive awards;

• Short-term compensation, including base salaries and annual cash incentive 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, however pension benefits were frozen effective fiscal year 2009.

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, however defined benefit pension benefits were frozen effective fiscal year 2009.

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.

A description of these four components and related programs follows.

30

Short-term Compensation

Base Salaries

Base salaries are used to provide a fixed amount of compensation for the executive’s regular work. Each year,Base salary increases for the President and CEO must be approved by the Organization & Compensation Committee holds a meeting, where it reviewsCommittee. Base salary increases for other executives of the Company must be approved by the President and in some cases, makes adjustments to base salaries.CEO. 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 Organization & Compensation Committee. In determining the amount of any increases in salaries, the Organization & Compensation Committee and/or President and CEO (i) evaluates the executive’s performance in the most recent fiscal year as well as the strategic importance of the executive to the Company, (ii) compares current cash compensation with compensation for relevant executive positions set forth in broad-basedpeer group benchmarking prepared by Hay Group and general market as well as industry studies and data described underCompensation Elements, (ii) assesses the individual performance of each of the executives,specific compensation surveys, and (iii) takes into account the timing and amount of the last salary increase for each of the executives.

In fiscal 2012, the Organization & Compensation Committee and/or President and CEO approved an increase in base salary for certain of the Company’s Named Executive Officers based on several factors, including the individual’s performance, sustained levels of contribution to the Company, the amount of wage increases received over the last three years, a review of executive and senior management total compensation study conducted by Hay Group in 2010 on the Company’s behalf, and with respect to Mr. Seymour and Ms. Redd, the total compensation of similarly situated executive officers included in the comparator group developed by Hay Group. Additional competitive survey data from the Aerospace and Defense industry was reviewed to determine market competitiveness. Based on the foregoing and as reflected in the Summary Compensation Table, Mr. Seymour’s base salary increased 9.09%, Ms. Redd’s base salary increased 5.50%, Mr. Bregard’s base salary increased 5.00%, and Mr. Cambria’s base salary increased 2.00%.

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 Organization & Compensation Committee sets performance targets such that total cash compensation (base salary plus annual cash incentive) 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 incentives are paid; if minimum targets are not met, we will pay less or


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nothing at all. If targets are exceeded, the Organization & Compensation Committee has discretion to adjust payments to the executives. The Organization & Compensation Committee has discretion to increase, reduce or eliminate payments.
payments within the parameters of the cash incentive program.

The Organization & Compensation Committee set performance targets for the annual cash incentive program for our Named Executive Officers for fiscal year 2010.2012. These targets consist of contract profit, free cash flow, adjusted earnings before interest and taxes, contract awards, and certain other individual goals.

Annually, the

The Organization & Compensation Committee approves the annual cash incentive program for the executive officers of the Company. The target annual incentive pay is established through an analysis of compensation for other relevant executive positions as noted in theSEC filings for our peer group and broad-based studies, described underCompensation Elementsand is intended to provide a competitive level of compensation when the executives achieve their performance objectives. Combined salaries and target incentive 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, withWith the input of our President and CEO, Deputy to the President, Aerojet, Vice President, CFO and Assistant Secretary, and Vice President Human Resources, the Organization & 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;

• 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 incentive opportunity for each executive officer; and
• measures performance and determines awards for the prior fiscal year.

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establishes a target, threshold, and maximum incentive opportunity for each executive officer; and

measures performance and determines awards for the prior fiscal year.

Annual cash incentives are paid at the beginning of each fiscal year for the prior fiscal year’s performance. Incentives paid are based upon the Organization & Compensation Committee’s (with input from the President and CEO, andDeputy to the President, Aerojet, Vice President, CFO and Secretary)Assistant Secretary and Vice President Human Resources) 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 incentive opportunity. The Organization & Compensation Committee has discretion to increase, reduce or eliminate payments.

The Organization & 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. The payout levels are subject to change every year. For fiscal year 2010,2012, our current Named Executive Officers hadare subject to a payout level based on their position in the opportunity to earn up toCompany and will receive the following percentages of their base salaries if allactual achievement of theirthe performance measures were met atset forth below:

Scott J. Seymour, President and CEO — 125%

Kathleen E. Redd, Vice President, CFO and Assistant Secretary — 50%

Warren M. Boley, Jr., President, Aerojet — 60%

Richard W. Bregard, Deputy to the (100%) target levels:

• President and CEOPresident, Aerojet — 125%
• Vice Presidents — 30% to 50%


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Christopher C. Cambria, Vice President, General Counsel and Secretary — 50%

The criteria used in fiscal year 20102012 applicable to our Corporate Named Executive Officers including Messrs. Seymour, Cambria and Ms. Redd were the following:
         
Executive Targets  Target
    
(Dollars in millions)  Opportunity   Achievement
Contract Profit(1)
   16.25%   26.21%
•   Threshold — under $73.9 — 0%        
•   Target — $73.9 to $76.3 — 1% to 100%        
•   Maximum — $76.4 to $84.7 — 101% to 200%        
         
Free Cash Flow(2)
   20.00%   40.00%
•   Threshold — under $95.3 — 0%        
•   Target — $95.3 to $108.1 — 1% to 100%        
•   Maximum — $108.2 to $121.3 — 101% to 200%        
         
Adjusted Earnings Before Interest and Taxes(3)
   16.25%   12.72%
•   Threshold — under $81.2 — 0%        
•   Target — $81.2 to $83.5 — 1% to 100%        
•   Maximum — $83.6 to $93.0 — 101% to 200%        
         
Contract Awards(4)
   22.50%   21.07%
•   Threshold — under $789.9 — 0%        
•   Target — $789.9 to $864.3 — 1% to 100%        
•   Maximum — $864.4 to $993.9 — 101% to 200%        
         
Personal Factors(5)
   25.00%   21.00% — 25.00%
•   Threshold — 0 x multiplier — 0%        
•   Target — 1 x multiplier — 1% to 100%        
         
Totals
   100.00%   121.00% — 125.00%
         

Executive Targets      Threshold    
  Opportunity    		    

  Target    

  Opportunity    

      Maximum    
  Opportunity    		      Actual    
  Performance    		      Actual    
Achievement    
(Dollars in millions)               

Contract Profit(1)

     16.67%      25.00%       50.00%      $    97.3    22.00%

•   Threshold — $90.3

               

•   Target — $102.4

               

•   Maximum — $118.5

                                

Total Cash Flow(2)

    16.67%     25.00%      50.00%     $81.6   50.00%

•   Threshold — $25.6

               

•   Target — $36.5

               

•   Maximum — $48.2

                                

Contract Awards(3)

    16.66%     25.00%      50.00%     $1,105.6   42.00%

•   Threshold — $995.0

               

•   Target — $1,069.0

               

•   Maximum — $1,122.6

                                

Personal Factors(4)

    25.00%     25.00%      25.00%       23.00% — 25.00%

•   Threshold — 0 x multiplier

               

•   Target — 1 x multiplier

                                

Other(5)

    -10.00%     0.00%      10.00%       2.50% — 10.00%

•   + / - 10%

                                
Totals       65.00%      100.00%         185.00%(6)           139.50% — 149.00%  

(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 costs, certain retirement benefit costs and other non-contract related costs.

(2)

We defined FreeTotal Cash Flow to be the AerospaceGenCorp cash provided by operating activities net of cash used in financing activities, exclusive of debt issuance costs, repayments on debt and Defense segment performance before environmental remediation provision adjustments, retirement benefit plan 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.proceeds from the issuance of debt.

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(3)We defined Adjusted Earnings Before Interest and Taxes to be the Company’s income from continuing operations before interest and income taxes, adjusted further for retirement benefit plan expense, unusual items and amortization of deferred financing fees.
(4)

We defined Contract 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

(4)

Personal Factors for Mr. Seymour were development and execution of an environmental plan that improves competitiveness of the Company, leadership in the Enterprise Resource Planning (“ERP”) system project, and improvement of the Company’s risk management process. For Ms. Redd, personal factors were implementation of a plan to increase market awareness of the Company, implementation of a cash deployment strategy, continuation of improvements to the Company’s credit rating, and leadership in the ERP project. Mr. Cambria’s personal factors were resolving various environmental liabilities, efforts toward closure of the Company’s discontinued operations, and improvement in government oversight and compliance. For fiscal 2012, the actual personal factor, as determined by the President and CEO, for Ms. Redd was 25% and for Mr. Cambria was 23%. Also for fiscal 2012, The Organization & Compensation Committee determined the actual personal factor for Mr. Seymour at 25%.

(5)

Components of this category include customer satisfaction, corporate responsibility, employee engagement, and sustainability.

(6)

Under the terms of the Company’s annual incentive plan, each Named Executive Officer has the opportunity to earn up to 185% of his or her base salary multiplied by a payout level of 125% for the timing of when Contract AwardsPresident and CEO, or 50% for Ms. Redd and Mr. Cambria if the performance goals are received.

(5)Personal Factors include individual performance and accomplishments surrounding items which are of operating and/or strategic importance toachieved at the Company.maximum level.

The criteria used in fiscal year 2010 cash incentives paid2012 applicable to each of theour Aerojet Named Executive Officers including Messrs. Boley and Bregard were the following:

Executive Targets

(Dollars in millions)

    Threshold    
  Opportunity     		  

  Target      

  Opportunity    

    Maximum    
  Opportunity     		   Actual    
  Performance     		    Actual    
   Achievement    
         

Contract Profit(1)

  16.67%  25.00%  50.00% $97.3  22.00%

•   Threshold — $90.3

              

•   Target — $102.4

              

•   Maximum — $118.5

              

Aerojet Cash Flow(2)

  16.67%  25.00%  50.00% $136.6  50.00%

•   Threshold — $95.3

              

•   Target — $106.3

              

•   Maximum —$117.9

              

Contract Awards(3)

  16.66%  25.00%  50.00% $1,105.6  42.00%

•   Threshold — $995.0

              

•   Target — $1,069.0

              

•   Maximum — $1,122.6

              

Personal Factors(4)

  25.00%  25.00%  25.00%    23.50%

•   Threshold — 0 x multiplier

              

•   Target — 1 x multiplier

              

Other(5)

  -10.00%  0.00%  10.00%    5.00%

•   + / - 10%

              
Totals    65.00%  100.00%  185.00%(6)    142.50%

(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 costs, certain retirement benefit costs and other non-contract related costs.

(2)

We defined Aerojet Cash Flow to be the Aerospace and Defense segment cash provided by operating activities and cash used in financing activities, exclusive of debt issuance costs, repayments on debt and proceeds from the issuance of debt.

(3)

We defined Contract 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.

(4)

Personal Factors for Mr. Boley were leadership in the Company’s business strategy and improvements in core operations. Mr. Bregard’s personal factors were developing the Company’s leadership development program,

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leadership in the ERP project, and affordability initiatives. For fiscal 2012, the actual personal factor, as determined by the President and CEO, for Messrs. Boley and Bregard was 23.50%.

(5)

Components of this category include customer satisfaction, corporate responsibility, employee engagement, and sustainability.

(6)

Under the terms of the Company’s annual incentive plan, each Named Executive Officer has the opportunity to earn up to 185% of his or her base salary multiplied by a payout level of 60% for Mr. Boley prorated to reflect his employment start date of July 23, 2012, and 50% for Mr. Bregard if the performance goals are achieved at the maximum level.

The calculations for the final payment of the annual cash incentive award for each Named Executive Officer for fiscal 2012 were as follows, which are shownalso reported in the “Non-Equity Incentive Plan Compensation” column of theSummary Compensation Table, which follows this Compensation Discussion and Analysis:

Name Payout
Level		 Base Salary Actual
Performance
Achievement
Percentage		 Cash Incentive Awards
    Award at
100%
Target
Performance		 Award at
185%
Maximum
Performance		 Actual
Awards at
Achievement
Percentage

Scott J. Seymour

 125% $600,000 149.0% $750,000 $1,387,500 $1,117,500

Kathleen E. Redd

   50%   370,432 141.5%   185,216     342,650      262,081

Warren M. Boley, Jr

   60%   350,000 142.5%   210,000     388,500          99,750(1)

Richard W. Bregard

   50%   265,364 142.5%   132,682     245,462      189,072

Christopher C. Cambria

   50%   316,200 139.5%   158,100     292,485      220,550

(1)

Mr. Boley’s cash incentive award was prorated for four months as his employment with the Company began in July 23, 2012. The target and maximum are presented in full and the actual award is presented prorated.

Determining the Individual Compensation of Named Executive Officers

The Company’s performance and the Named Executive Officer’s individual performance, measured against the performance goals described above, are used to determine each Named Executive Officer’s target cash incentive award as well as each Named Executive Officer’s individual performance and contribution as related to the achievement of such performance goals. For each Named Executive Officer, other than the President and CEO, the Organization & Compensation Committee considered individual performance, as assessed by the President and CEO. The performance of the President and CEO was assessed directly by the Board.

The assessments described below pertain to fiscal 2012 performance and were used to help the Organization & Compensation Committee determine the size of each Named Executive Officer’s 2012 annual incentive payment.

For Mr. Seymour, our President and CEO, the Organization & Compensation Committee considered his efforts to improve competitiveness of the Company through his execution of an environmental plan and leadership and oversight in the common ERP system project. Also considered was Mr. Seymour’s improvement of the Company’s risk management process.

For Ms. Redd, our Vice President, CFO and Assistant Secretary, the President and CEO considered her key role in increasing market awareness of the Company. He also considered her successful implementation of a cash deployment strategy and continued improvements to the Company’s credit rating. Ms. Redd also provided key leadership and oversight to the Company’s common ERP system project.

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For Mr. Boley, our President, Aerojet, the President and CEO considered his leadership in carrying out the Company’s business strategy and improvements in core operations.

For Mr. Bregard, our Deputy to the President, Aerojet, the President and CEO considered his efforts in developing and conducting the Company’s leadership development program including the Program Management Leadership Conference and the Executive Leadership Development programs. He also provided the leadership and oversight to the common ERP system project steering committee as Chairman, and led the Company’s affordability initiatives to reduce the corporate overhead rates and consolidate operations and facilities across the enterprise.

For Mr. Cambria, our Vice President, General Counsel and Secretary, the President and CEO considered his leadership in resolving various environmental liabilities, efforts toward closure of the Company’s discontinued operations, and improvements in government oversight and compliance.

On February 6, 2013, the Organization & Compensation Committee met and approved fiscal 2012 annual cash incentive awards, which are reported above and in the “Non-Equity Incentive Plan Compensation” column of theSummary Compensation Table, which follows this Compensation Discussion and Analysis.

Long-Term Incentives (Equity-Based Compensation)

The Company, upon the recommendation and approval of the Organization & Compensation Committee, established the performance objectives and other terms of the Company’s 20102012 Long-Term


29

Incentive Program (the “2010“2012 LTIP”) for executive officers and other eligible employees of the Company. The 20102012 LTIP has a two32 month performance period for performance-based grants and a three year performance period.vesting period for service-based grants. 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 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.

to encourage executive retention; and

to promote higher levels of Company stock ownership by executives for increased alignment with shareholder interests.

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 SEC filings for our peer group and 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 20102012 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 vests over a period of time after the grant date (depending upon the vesting conditions set by the Organization & 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

35

 • 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 Organization & 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 Organization & 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

Stock options — A grant of stock options represents the right to purchase the Company’s stock at a fixed price for a defined period of time. The value of stock options reflects 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. Time-based stock options are generally exercisable in one-third increments at one year, two years, and three years from the date of grant. Performance-based stock options vest at the end of the performance period provided that underlying goals are met. All stock options have a seven-year contractual life from the date of grant. As with restricted stock grants, executives who voluntarily resign or are terminated immediately forfeit all unvested stock options unless otherwise determined by the Organization & Compensation Committee.

In order to promote improvement in the Company’s financial performance, half of the restricted stock grants, executives who voluntarily resign or are terminated for cause immediately forfeit all unvested stock options unless otherwise determined by the Organization & Compensation Committee.

The 2012 LTIP consists of two performance-based grants and a service-based grant. The grants for the 2012 LTIP were made in fiscal year 2010on March 28, 2012 with the exception of the performance-based shares granted to Mr. Boley which were granted on July 23, 2012. The performance-based grants vest on or about January 31, 2015 based on meeting performance awardstargets at November 30, 2014, and will vest uponsubject to the achievement of long-term financial performance goals setapproval by the Organization & Compensation Committee. The service-based grants vest on March 28, 2015.

The performance target for the first performance-based grant is Economic Value Added (“EVA”) and consists of a grant of restricted stock. The vesting of the performance shares depends on the level of EVA target achieved, within a minimum threshold level, and ranges from 50% to 125% of the target award. No performance shares will vest if the threshold EVA target is not achieved. Participants in the EVA restricted stock grant were Mr. Seymour with 113,407 shares, Ms. Redd with 41,026 shares, and Mr. Cambria with 25,568 shares. The number of performance shares granted represents the maximum number of shares that may vest.

The performance targets for restricted stock vesting werethe second performance-based grant are (i) sales,revenue, (ii) earnings before interest, taxes, depreciation and


30

amortization, and retirement benefit expense (“EBITDAP”), and (iii) asset utilization with vesting at the end of the two year performance period, each with a weighting of 33.33%(“GenCorp financial targets”). The other halfparticipant in this group of restricted stock grants are service based vesting over three years. is Mr. Boley with 10,000 shares which represents the maximum number of shares that may vest.

The vestingservice-based grant also consists of restricted stock. The participants of the service-based restricted stock optionwere Mr. Seymour with 30,242 shares, Ms. Redd with 10,940 shares, and Mr. Cambria with 6,818 shares.

Mr. Boley also received a service-based restricted stock grant of 50,000 upon commencement of his employment with the Company. These shares vest on July 23, 2015.

In anticipation of Mr. Bregard’s retirement, a retention agreement was executed in lieu of an equity grant. This retention agreement provided that Mr. Bregard be paid a lump sum payment equal to his base salary if Mr. Bregard remained with the Company through November 30, 2012. For more information on this retention agreement see the section entitledSeverance agreement, Employment Agreement and Plan Provisions on page 38.

In determining the grants madeof the 2012 LTIP, a 75% weighting was given on performance shares and a 25% weighting was put on service-based shares. This mix was given to promote the achievement of long-

36

term performance goals to add value to the Company, and to focus on returns to shareholders, and encourage retention.

Pension Plans, 401(k) Savings Plan and Benefit Restoration Plans

Pension Plans

The Company’s defined benefit pension and benefits restoration plans (“BRP”) are frozen and no longer accruing benefits. Effective February 1, 2009 and July 31, 2009, future benefit accruals for all non-collectively bargaining unit employees including the Named Executive Officers and collective bargaining unit employees respectively, were discontinued. No employees lost their previously earned pension benefits. The Named Executive Officers participate in fiscal year 2010 arethe same frozen tax-qualified pension plans as other employees with the exception of Messrs. Seymour, Boley, and Cambria who do not participate in a pension plan because their employment commenced after benefit accruals were discontinued. 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 frozen Qualified Pension Plan is a tax-qualified defined benefit plan covering substantially all collectively bargaining unit and non-collectively bargaining unit employees hired before the freeze date. In general, normal retirement age is 65, with certain plan provisions allowing for earlier retirement. Before the freeze date, pension benefits were calculated under formulas based on meetingcompensation and length of service for salaried employees and under negotiated non-wage based formulas for bargaining unit and hourly employees. Participants will receive the Economic Value Added performance target withhighest benefit calculated under any of the formulas for which they were eligible to participate through the freeze date.

Total pension benefits for the Named Executive Officers and certain other highly compensated employees were determined under a performance periodcombination of two years.

the frozen 2009 Pension BRP Plan, which is a non-qualified plan, and the frozen Qualified Pension Plan. As set forth above, the frozen 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 Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provisions). The frozen 2009 Pension BRP Plan restored 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 frozen 2009 Pension BRP Plan was designated by the Organization & Compensation Committee.

Further details regarding benefits under these plans, including the estimated value of retirement benefits for each Named Executive Officer, are found in the section entitled2012 Pension Benefitson page 45.

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. The Company matches 100% of the first 3% of employee contributions, and 50% of the next 3% of employee contributions for all participating employees.

2009 401(k) Benefits Restoration Plan

The Named Executive Officers participate in the related non-qualified, unfunded 2009 Benefits Restoration Plan for the GenCorp Inc. 401(k) Plan (the “2009 401(k) BRP Plan”) which enables participants to defer their compensation on a pre-tax basis. The Company matches employee contributions if the participant has reached the 402(g) limit in the 401(k) Savings Plan. Details about the 2009 401(k) BRP Plan are presented in the section entitled2012 Non-qualified Deferred Compensationon page 47.

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Executive Stock Ownership Guidelines

In order to strengthen the alignment between the interests of shareholders and the interests of executives of the Company, the Organization & Compensation Committee approved revised 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, President — three times base salary and Vice Presidents — one timestime base salary.) In calculating the amount of equity owned by an executive, the Organization & Compensation Committee looks at the value of Company stock owned by the executive (regardless of whether it iswhich includes vested or unvested restricted stock),stock as well as unvested performance-based restricted shares at the percentage expected to vest, 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.appointments and are required to retain 50% of the net shares obtained through vesting of shares or obtained through an exercise of stock options until the executive is in compliance with, and will remain in compliance after any sale with the established guidelines. As of February 1, 2011, 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, noneDecember 31, 2012, most 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 Officersthose that do not yet meet the requirement are in the transition period set forth in these guidelines.guidelines and are anticipated to meet these guidelines by the end of the transition period. The Organization & Compensation Committee routinely 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, the Company amended the defined benefit pension and benefits restoration plans (“BRP”) to freeze future accruals under such plans. Effective February 1, 2009 and July 31, 2009, future benefit accruals for all current employees including the Named Executive Officers and collective bargaining unit employees respectively, were discontinued. No employees lost their previously earned pension benefits.
The Named Executive Officers participate in the same tax-qualified pension plans as other employees with the exception of Mr. Seymour who does not participate in a pension plan because his employment commenced after benefit accruals were discontinued. 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 accrualand/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. There were no employee contributions required in order to participate in these defined benefit plans. Eligibility to participate in the 2009 Pension BRP Plan was designated by the Organization & Compensation Committee.
Further details regarding benefits under these plans, including the estimated value of retirement benefits for each Named Executive Officer, are found in the section entitled2010 Pension Benefitson page 38. The change in the actuarial pension value from fiscal year 2009 to fiscal year 2010 is presented in the “Change in Pension Value” column of theSummary Compensation Tableon page 34 which represents the change in present value of benefits accrued up until the freeze date.


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Name  

Value of Equity    

Ownership*     

 Date of Election    Years as an Officer

Scott J. Seymour

  $2,763,080 01/06/2010  3.0

Kathleen E. Redd

    1,006,535 07/01/2006  6.6

Warren M. Boley, Jr.

      567,300 08/20/2012  0.4

Richard W. Bregard

      432,561 02/11/2006  7.0

Christopher C. Cambria

      283,874 09/12/2011  1.3
*

Value is based on the stock price on December 31, 2012 of $9.15.

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. Effective January 15, 2009, the Company temporarily suspended the employer matching contributions to the GenCorp Retirement Savings Plan for all non-union eligible employees. In July 2010, the Company reinstated the employer matching contributions in which 100% of the first 3% of employee contributions, and 50% of the next 3% of employee contributions are matched for all participating employees by the Company.
2009 401(k) Benefits Restoration Plan
The Named Executive Officers participate in the related non-qualified, unfunded 2009 Benefits Restoration Plan for the GenCorp Inc. 401(k) Plan (the “2009 401(k) BRP Plan”) which enables participants to defer their compensation on a pre-tax basis. Effective January 15, 2009, the Company suspended employer contributions to the 2009 401(k) BRP Plan. In July 2010, the company reinstated the employer matching contribution if the participant has reached the 402(g) limit in the 401(k) Savings Plan. Details about the 2009 401(k) BRP Plan are presented in the section entitled2010 Non-qualified Deferred Compensationon page 39.
Severance Agreements,Agreement, Employment AgreementsAgreement and Plan Provisions

Scott J. Seymour Employment Agreement

On January 6, 2010, the Company entered into an employment agreement with Mr. Seymour to serve as the Company’s President and CEO. Pursuant to his employment agreement, Mr. Seymour will earnis entitled to an annual base salary (initially in the amount of $550,000,$550,000), and is eligible for an annual incentive pay based on a target opportunity up to 125% of his annual base salary. On January 6, 2010, Mr. Seymour received 120,000 shares of the Company’s restricted common stock and an option to purchase 100,000 shares of the Company’s common stock (the “Option”). The Option has a per share exercise price equal to the last sales price reported for the Company’s common stock on the NYSE on the date of grant. Mr. Seymour is also eligible to participate in future grants pursuant to the 2009 Incentive Plan and other Company performance incentive plans extended to the senior executives of the Company generally, at levels commensurate with his position. Mr. Seymour’s employment agreement has a five-year term, unless earlier terminated in accordance with its terms. In the event that the Company terminates Mr. Seymour’s employment for Cause or Mr. Seymour resigns other than for Good Reason (as such terms are defined in his employment agreement), the Company’s obligations will generally be limited to paying Mr. Seymour his annual base salary through the termination date. If Mr. Seymour’s employment is terminated at his or the Company’s election at any time due to his death or disability, or for reasons other than Cause or Voluntary Resignation (as defined in his employment agreement), Mr. Seymour will be entitled to receive the benefits described

38

above and severance payments and benefits equal to the following, subject to certain limitations: (i) one year of his annual base salary paid in installments; (ii) an incentive payment based upon the amount of the previous year’s incentive, prorated based on the number of months of the year that Mr. Seymour worked for the Company prior to the termination paid in a lump sum; (iii) immediate vesting of any shares of the Company’s restricted common stock or options that are scheduled to vest within one year of the date of termination of employment and (iv) incentives earned but unpaid with respect to the fiscal year ending on or preceding the date of termination pursuant to the annual cash incentive program.

Also under this employment agreement, for a termination in connection with a change in control in which Mr. Seymour’s employment is terminated by the Company without cause or by the executive for good reason within two years following a change in control, Mr. Seymour will be entitled to receive a severance payment and benefits as follows: (i) a lump sum payment equal to two times the sum of his


32

base salary plus the target incentive amount for the year in which the termination takes place; (ii) immediate full vesting of outstanding restricted shares and options; (iii) and payment of any accrued incentive through the date of termination.

ChrisRichard W. Conley Severance andBregard Retention Agreement

Under

On February 6, 2012, the severance agreementCompany’s subsidiary, Aerojet, entered into which the Company entereda Retention Agreement with Mr. Conley,Bregard. (the “Retention Agreement”) to ensure that Mr. Bregard remained with Aerojet through at least November 30, 2012 and to encourage a severancesuccessful transition to Mr. Bregard’s retirement. The Retention Agreement provided that Mr. Bregard receive a payment will become dueequal to his annual base salary then in effect if he stayed with Aerojet through at least November 30, 2012 or his termination qualified as an Eligible Early Termination (as defined below). In the event of an Eligible Early Termination, Mr. Bregard would have been entitled to receive a change in control occurs and if the executive’s employment is terminated within three years of the change in control 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, (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 priorlump sum payment equal 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.

The severance payment due to Mr. Conley in the above scenario would be equal to base salary plus incentive multiplied by a factor of two, plus the following: (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, (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, and (v) 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 forW-2 purposes except for the reimbursement of legal fees incurred and outplacement services.
For purposes of computing Mr. Conley’s severance payment under the severance agreement, base salary is the highest annual salary in effect for any period prior tothat he would have received from but excluding the termination date following the change in control,through and the incentive amount is the greaterincluding November 30, 2012 and reimbursement of (1) the average of the annual incentivehealth insurance premiums payable under the Company’s annualConsolidated Omnibus Reconciliation Act of 1986. Mr. Bregard was entitled to participate in the fiscal 2012 short term cash incentive program in the event that he remained with Aerojet through November 30, 2012 or his termination qualified as an Eligible Early Termination, but was not entitled to participate in the long-term incentive or equity-based compensation program madeprograms in fiscal 2012 or to be made to Mr. Conley in regard to services rendered in any fiscal year during the three fiscal years immediately preceding the change in control, or (2) 75%thereafter. An “Eligible Early Termination” means a termination of Mr. Conley’s maximum incentive opportunity underBregard before November 30, 2012 either (i) at the Company’s annual incentive compensation planrequest or upon the initiation of Aerojet other than for the fiscal year in which the change in control occurs. No other incentive pay or bonuses are included in the computation of Mr. Conley’s termination benefits.
A change in controlCause as defined in such severancethe Retention Agreement, (ii) due to the death or disability as defined in the Retention Agreement of Mr. Bregard, or (iii) at the request or initiation of Mr. Bregard in the event that (A) he was no longer a direct report to Scott J. Seymour, or (B) an individual other than Mr. Seymour or Mr. Bregard was elected or appointed to act as President of Aerojet and, in either case, Mr. Bregard suffered a significant change or diminution in his duties and responsibilities. The terms of this agreement occurredwere met and Mr. Bregard was paid $265,364 on March 5, 2008 as a result ofDecember 13, 2012. On February 12, 2013, the ShareholderRetention Agreement and as such the agreement will expire three years from this date which is March 5, 2011.
Effective April 15, 2009, the Company entered into a retention agreement withwas amended to provide that Mr. Conley in which heBregard will receive a retention bonus equal topayment of $200,000 if he continues to be employed by the Company on March 6, 2011.
remains with Aerojet through at least May 31, 2013.

Other

The GenCorp Foundation matches all employee and Director gifts to accredited, non-profit colleges, universities, secondary and elementary public or private schools located in the United States. Gifts made wereare matched dollar for dollar up to $3,000 per calendar year per donor.


33As part of an employment offer, the Company paid a hiring bonus of $25,000 to Mr. Cambria on his employment commencement date of September 12, 2011. The bonus was conditioned upon Mr. Cambria’s acceptance of the employment offer and employment with the Company for a period of one year. In the

39

event Mr. Cambria voluntarily terminated his employment with the Company or was terminated for cause within the one-year period, Mr. Cambria agreed to reimburse the Company within 30 days of termination.

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 Organization & 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 one other executive officer in the event of qualified terminations under the executive severance agreements may exceed the $1 million threshold. At this time, the Organization & Compensation Committee believes that accommodating the Internal Revenue Service regulations will not produce material benefits or increases in shareholder value. However, the Organization & Compensation Committee intends to review this issue regularly and may change its position in future years.

Employee Compensation Policies Relating to Risk Management

The Organization & Compensation Committee believes none of the Company’s compensation policies and practices are reasonably likely to motivate inappropriate risk-taking behavior or have a material adverse effect on the Company. The Company believes that its compensation plans effectively balance risk and reward and are generally uniform in design and operation throughout the Company.

Limited Government Reimbursement of Compensation

As a government contractor, the Company is subject to the Federal Acquisition Regulation, which limits the reimbursement of costs by our government customers for senior executive compensation to a benchmark compensation cap established each year. The cap applies to the five most highly compensated executives per segment of the Company. For 2011, the benchmark cap published in the Federal Register was $763,029. The 2012 amount has not yet been published. Any amounts over the cap are considered unallowable and, therefore, not billed to the government.

40

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation for each of the Named Executive Officers for fiscal years 2010, 20092012, 2011 and 2008.

                                              
                  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 November 30, 2010                                   
                                              
                                              
Scott J. Seymour(6)
President and CEO; President of
Aerojet-General Corporation		   2010   $495,529   $—   $856,800   $771,513   $845,625   $—   $53,087   $3,022,554 
                                              
                                              
Kathleen E. Redd   2010    324,969    —    —    121,799    206,640    32,662    375    686,445 
Vice President, CFO and Secretary(7)   2009    294,308    70,000    43,133    34,286    230,000    73,100    2,600    752,427 
    2008    228,533    —    —    25,490    133,000    14,531    10,332    411,886 
                                              
                                              
Richard W. Bregard
Deputy to the President		   2010    225,890    4,660    82,858    —    146,254    8,490    —    468,152 
                                              
                                              
Chris W. Conley(8)   2010    222,119    —    29,866    17,469    136,064    99,719    1,290    506,527 
Vice President, Environmental,   2009    212,328    —    12,033    7,347    148,000    240,190    1,840    621,738 
Health & Safety   2008    205,361    —    —    —    106,000    10,645    8,162    330,168 
                                              
                                    
Former Executive Officers as of November 30, 2010                                   
                                              
                                              
J. Scott Neish   2010   $36,355   $—   $—   $—   $—   $—(9)  $1,330,632   $1,366,987 
Interim President and CEO and Vice   2009    350,088    —    —    —    536,000    174,386    19,704    1,080,178 
President; and President, Aerojet-General Corporation   2008    340,137    350,000(10)   —    —    357,000    112,505    29,603    1,189,245 
                                              
2010.

 Name and Principal Position Year  Salary(1)  Bonus  

Stock

Awards(2)

  

Options/

SARs

Awards(2)

  

Non-Equity

Incentive Plan

Compensation(3)

  

All Other

Compensation(4)

  Total(5) 

 Scott J. Seymour(6)

  2012   $587,885   $—   $825,002(7)  $—   $1,117,500   $16,334   $2,546,721  

President and CEO

  
 		2011
2010		  
  		  
 		550,000
495,529		  
  		  

 

—

—

  

  

  
 		278,642
856,800		  
  		  
 		116,149
771,513		  
  		  
 		935,000
845,625		  
  		  
 		87,046
53,087		  
  		  
 		1,966,837
3,022,554		  
  

 Kathleen E. Redd

  2012    366,819    —    298,450(8)   —    262,081    11,250    938,600  

Vice President, CFO and Assistant

Secretary

  
 		2011
2010		  
  		  
 		347,003
324,969		  
  		  

 

—

—

  

  

  
 		95,328
—		  
  		  
 		39,735
121,799		  
  		  
 		241,000
206,640		  
  		  
 		12,100
375		  
  		  
 		735,166
653,783		  
  

 Warren M. Boley, Jr.(9)

  2012    127,885    —    469,960(10)   —    99,750    12,075    709,670  

President, Aerojet

                                

 Richard W. Bregard

  2012    263,177    265,364(11)   —    —    189,072    11,143    728,756  

Deputy to the President, Aerojet

  
 		2011
2010		  
  		  
 		250,712
225,890		  
  		  
 		35,000
4,660		  
  		  
 		109,749
82,858		  
  		  

 

—

—

  

  

  
 		174,000
146,254		  
  		  
 		10,676
—		  
  		  
 		580,137
459,662		  
  

 Christopher C. Cambria(12)

  2012    316,558    —    186,002(13)   —    220,550    51,755    774,865  

Vice President, General Counsel and Secretary

  2011    65,577    25,000(14)   —    69,766    52,000    10,132    222,475  
(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.

  
(2)

The amounts reported in these columns for each Named Executive Officer represents the aggregate grant date fair value of awards granted in each of the three years presented. The grant date fair value of stock awards is equal to the closing price of our stock on the date of grant times the number of shares awarded. The grant date fair value of stock options and SARs awards was estimated using the Black-Scholes Model. 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 onForm 10-K for fiscal year 2010. The values reported for 2008 and 2009 differ from the values previously reported in our 2009 and 2010 Proxy Statements which reported the amount of compensation costs recognized for financial reporting purposes according to GAAP without the impact of estimated forfeitures.2012. A description of these awards can be found under the section entitledLong-Term Incentives (Equity-Based Compensation)on page 29.35.

  
(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 entitledShort-Term CompensationAnnual Cash Incentive Programon page 27.31.


34

(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. The following table shows the measurement dates and discount rates used for each year presented in the table:
              
       Discount Rate for Qualified
   Discount Rate for
Year   Measurement Period  Pension Plan   Pension BRP Plan
 2010   December 1, 2009 to November 30, 2010   5.21%   5.34%
              
 2009   September 1, 2008 to November 30, 2009   5.65%   5.60%
              
 2008   September 1, 2007 to August 31, 2008   7.10%   7.05%
              
The increase in pension value for current Executive Officers in 2010 is due to changes in actuarial assumptions which is primarily the decrease in the discount rate used to measure the present value of benefits accrued up until the freeze date. There was no change to the pension accrual related to service, as each of the Named Executive Officers’ pension benefits were frozen on February 1, 2009.
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 onForm 10-K for fiscal year 2010. Information regarding these pension plans is set forth in further detail under the section entitled2010 Pension Benefitson page 38.
(5)

The amounts reported in this column for each Named Executive Officer include the following for fiscal year 2010:2012:

Name Severance  

Company

Matching

Contribution to

401(k) Plan

  

Company

Matching

Contribution to

Benefits

Restoration

Plan-

Savings Plan

  

Matching Gift

by the GenCorp

Foundation

  

Perquisites

And Other

Personal

Benefits(A)

  Total 

Scott J. Seymour

 $  —   $  11,250   $  2,084   $  3,000   $—   $  16,334  

Kathleen E. Redd

  —    11,250    —    —    —    11,250  

Warren M. Boley, Jr.

  —    2,423    —    —    9,652    12,075  

Richard W. Bregard

  —    11,143    —    —    —    11,143  

Christopher C. Cambria

  —    11,117    —    —      40,638    51,755  
                               
         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 November 30, 2010
                               
Scott J. Seymour  $—   $—   $9,519   $3,000   $40,568(B)  $53,087 
                               
Kathleen E. Redd   —    —    —    375    —    375 
                               
Richard W. Bregard   —    —    —    —    —    — 
                               
Chris W. Conley   —    —    —    1,290    —    1,290 
                               
Former Executive Officers as of November 30, 2010                         
                               
J. Scott Neish  $1,330,632   $—   $—   $—   $—   $1,330,632 
                               

(A)

This column includes items that are accrued or paid by the Company and will be included as compensationor reimbursed to the Named Executive Officer in the year the amounts are paid.

(B)This amount represents $25,568employee for relocation costsexpenses.

  (5)

The total compensation shown for Ms. Redd and $15,000Mr. Bregard in fiscal years 2010 and 2011 does not reflect the Change in Pension Value as previously disclosed because the Company’s defined benefit pension and BRP have been frozen and not accruing benefits for legal fees incurred that were reimbursed to Mr. Seymour.three years. Changes in pension value previously reported are as follows:

 Name Year   Change in Pension Value 

 Kathleen E. Redd

  2011    $26,199  
   2010     32,662  

 Richard W. Bregard

  2011     311  
   2010     8,490  

Because the plans are frozen, these amounts represent changes in actuarial assumptions, primarily the decrease in the discount rate and a change in mortality assumption used to measure the present value of benefits accrued up until the freeze date, which

41

is the same for all plan participants. There is no further accrual of pension benefits for service. Information regarding these pension plans is set forth in further detail under the section entitled 2012 Pension Benefits on page 45.

(6)

Mr. Seymour started his employment with the Company on January 6, 2010.

(7)Ms. Redd was appointed CFO2010 as President and SecretaryCEO of the Company effective January 21, 2009, and February 11, 2009, respectively. The bonus amount paidPresident, Aerojet. On August 20, 2012, Mr. Seymour relinquished the President, Aerojet role to Ms. Redd in 2009 represents a discretionary bonus for 2009 performance as approved by the Organization & Compensation Committee.Mr. Boley.

  (7)

Mr. Seymour’s stock awards compensation consists of $206,251 for a service-based restricted stock grant and $618,751 for a performance-based restricted stock grant that vests based on financial performance for fiscal year 2014. The grant date fair value of the performance-based restricted stock grant at the maximum vesting of 125% would be $773,436.

(8)

Ms. Redd’s stock awards compensation consists of $74,611 for a service-based restricted stock grant and $223,839 for a performance-based restricted stock grant that vests based on financial performance for fiscal year 2014. The grant date fair value of the performance-based restricted stock grant at the maximum vesting of 125% would be $279,797.

  (9)

Mr. Boley started his employment with the Company on July 23, 2012, and assumed full responsibility as President, Aerojet on August 20, 2012.

(10)

Mr. Boley’s stock awards compensation consists of $379,000 for a service-based restricted stock grant and $30,320 for a performance-based restricted stock grant that vests based on financial performance for fiscal year 2013. The grant date fair value of this performance-based restricted stock grant at the maximum vesting of 125% would be $75,800. Also included is $60,640 for a performance-based restricted stock grant that vests based on financial performance for fiscal year 2014. The grant date fair value of this performance-based restricted stock grant at the maximum vesting of 125% would be $75,800.

(11)

Effective April 15, 2009,February 6, 2012, the Company entered into a retention agreement with Mr. Conley inBregard pursuant to which he willwas to receive a retention bonuspayment equal to $200,000his annual base salary in effect at November 30, 2012 if he continues to bewas employed by the Company through that date. The terms of the agreement were met and the Company paid Mr. Bregard $265,364 on March 6,December 13, 2012. On February 12, 2013, this agreement was amended to provide that Mr. Bregard will receive a payment of $200,000 if he remains with Aerojet through at least May 31, 2013. For more details on this agreement see page 48.

(12)

Mr. Cambria started his employment with the Company on September 12, 2011.

(9)(13)

Mr. Cambria’s stock awards compensation consists of $46,499 for a service-based restricted stock grant and $139,503 for a performance-based restricted stock grant that vests based on financial performance for fiscal year 2014. The presentgrant date fair value of the performance-based restricted stock grant at the maximum vesting of 125% would be $174,374.

(14)

Mr. Neish’s Pension value decreased by $9,849 in fiscal year 2010 due to the assumptions being revised to reflect actual elections sinceCambria received a $25,000 sign-on bonus upon commencement of his benefit payout has started versus estimated elections which were used for his 2009 valuation.

(10)This amount paid to Mr. Neish is in accordanceemployment with the letter agreement byCompany. A further description of this bonus can be found on page 39 under the section entitledOtherof the Compensation Discussion 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.Analysis.


35

42

20102012 GRANTS OF PLAN-BASED AWARDS

The following table provides information for each of the Named Executive Officers for fiscal year 20102012 annual and long-term incentive award opportunities, including the range of possible payments under non-equity incentive plans.

                                                        
                               Other
   All
         
                               Stock
   Other
         
                               Awards:
   Option
         
                               Number of
   Awards:
   Exercise
   Grant Date
 
       Estimated Possible Payouts Under
   Estimated Future Payouts
   Shares of
   Number of
   or Base
   Fair Value
 
       Non-Equity Incentive Plan
   Under Equity Incentive Plan
   Stock
   Securities
   Price of
   of Stock and
 
   Grant
   Awards ($)(1)   Awards(#)   or
   Underlying
   Options/SARs
   Option/SARs
 
Name  Date   Threshold(2)   Target   Maximum   Threshold   Target   Maximum   Units(#)   Options(#)   ($/Sh)   Awards 
Executive Officers as of November 30, 2010
                                             
                                                        
                                                        
Scott J. Seymour
                                                       
                                                        
Annual Incentive Award       $  —   $687,500   $1,203,125                                    
                                                        
Restricted Stock   01-06-10                                  120,000             $856,800 
                                                        
Stock Options   01-06-10                                       100,000   $7.14    415,490(3)
                                                        
Stock Options   11-30-10                   119,732    239,464    299,330              4.91    356,023(4)
                                                        
                                                        
Kathleen. E. Redd
                                                       
                                                        
Annual Incentive Award        —    168,000    294,000                                    
                                                        
Stock Options   11-30-10                   40,962    81,923    102,404              4.91    121,799(4)
                                                        
                                                        
Richard W. Bregard
                                                       
                                                        
Annual Incentive Award        —    117,004    204,756                                    
                                                        
Restricted Stock   11-30-10                   4,728    9,455    11,819                   36,434(5)
                                                        
Restricted Stock   11-30-10                                  9,455              46,424 
                                                        
                                                        
Chris W. Conley
                                                       
                                                        
Annual Incentive Awards        —    112,450    196,788                                    
                                                        
Restricted Stock   11-30-10                   1,704    3,408    4,260                   13,132(5)
                                                        
Restricted Stock   11-30-10                                  3,408              16,733 
                                                        
Stock Options   11-30-10                   5,875    11,750    14,688              4.91    17,469(4)
                                                        
                                              
Former Executive Officers as of November 30, 2010
                                             
                                                        
                                                        
J. Scott Neish
                                                       
                                                        

Name Grant
Date		  

Estimated Possible Payouts Under

Non-Equity Incentive Plan
Awards ($)(1)

  Estimated Future Payouts
Under Equity Incentive  Plan
Awards(#)		  Other
Stock
Awards:
Number
of Shares
of  Stock
or
Units(#)		  

All

Other
Option
Awards:
Number of
Securities
Underlying
Options(#)

 Exercise
or Base
Price of
Options/SARs
($/Sh)		       Grant Date
       Fair Value of
      Stock and
      Option/SARs
      Awards($)		 
  Threshold (2)  Target  Maximum  Threshold  Target  Maximum     

Scott J. Seymour

                                        

Annual Incentive Award

   $    —   $750,000   $1,387,500             

Restricted Stock

  03/28/12            30,242      $    206,251  

Restricted Stock

  03/28/12                45,363    90,726    113,407            618,751(3) 

Kathleen. E. Redd

                 

Annual Incentive Award

        —    185,216    342,650             

Restricted Stock

  03/28/12            10,940       74,611  

Restricted Stock

  03/28/12                16,411    32,821    41,026            223,839(3) 

Warren M. Boley, Jr.

                 

Annual Incentive Award

        —    70,000    129,500             

Restricted Stock

  07/23/12            50,000       379,000  

Restricted Stock

  07/23/12        4,000    8,000    10,000         30,320(4) 

Restricted Stock

  07/23/12                4,000    8,000    10,000            60,640(3) 

Richard W. Bregard

                   

Annual Incentive Award

        —    132,682    245,462             

Christopher C. Cambria

                                        

Annual Incentive Award

        —    158,100    292,485             

Restricted Stock

  03/28/12              6,818       46,499  

Restricted Stock

  03/28/12                10,228    20,455    25,568            139,503(3) 

(1)

Reflects the possible payout amounts of non-equity incentive plan awards that could have been earned in fiscal year 2010.2012. See theSummary Compensation Tableon page 3441 for the amounts actually earned in fiscal year 2012 and paid out in the first quarter of fiscal year 2011.2013.

(2)

If no targets are not met, the annual incentive award will not be earned.

(3)The fair value of these stock options was estimated using a Black-Scholes Model with the following weighted average assumptions at the date of grant: Expected life — seven years; Volatility — 54.5%; Risk-free interest rate — 3.28%; Dividend yield — 0.00%.
(4)As of November 30, 2010, the Company expects 50%

Vesting of this performance-based restricted stock grant is based on financial performance grant to vest.for fiscal year 2014. The grant date fair value at 100%the maximum of 125% vesting would be $712,046$773,436 for Mr. Seymour, $243,598$279,839 for Ms. Redd, and $34,939$75,800 for Mr. Conley based on a Black-Scholes value of $2.9735. The Black-Scholes Model used the following weighted average assumptions at the date of grant: Expected life — seven years; Volatility — 55.7%; Risk-free interest rate — 2.21%; Dividend yield — 0.00%.Boley, and $174,374 for Mr. Cambria.

(5)(4)As of November 30, 2010, the Company expects 78.48%

Vesting of this performanceperformance-based restricted stock grant to vest.is based on financial performance for fiscal year 2013. The grant date fair value at 100%the maximum of 125% vesting would be $46,424 for Mr. Bregard, and $16,733 for Mr. Conley.$75,800.


36

43

OUTSTANDING EQUITY AWARDS AT 20102012 FISCAL YEAR END

The following table provides information for each of the Named Executive Officers regarding outstanding stock options, SARs, and stock awards held by the officers as of November 30, 2012.

Name Option/SARs Awards  Stock Awards 
 

Number of

Securities

Underlying

Unexercised

Options/SARs

(#)

Exercisable

  

    Number of

    Securities

    Underlying

    Unexercised

    Options/SARs

    (#)

    Unexercisable

  

    Equity
    Incentive

    Plan Awards:

    Number of

    Securities

    Underlying

    Unexercised

    Unearned

    Option/SARs

    (#)

  

Option/

SARs

Exercise

Price

($)

  

Option/

SARs

Expiration

Year

  

Service-Based Equity

Awards

  

Equity Incentive

Plan Awards

 
      

    Number of
    Shares or
    Units of
    Stock That
    Have Not
    Vested

    (#)

  

Market Value
of Shares or
Units of
Stock That
Have Not
Vested

($)(1)

  

    Number of

    Unearned

    Shares, Units

    or Other

    Rights That

    Have

    Not

    Vested

    (#)

  

    Market or

    Payout Value

    of Unearned

    Shares, Units

    or Other

    Rights That

    Have Not

    Vested

    ($)(1)

 

Scott J. Seymour

                                    

Restricted Stock  

            30,242(2)  $    278,226      
                 90,726(4)  $    834,679  
                 92,726(5)   853,079  
             40,000(3)   368,000      

Stock Options  

  —    —    65,621(5)  $6.01    2018                  
   —    —    239,464(6)   4.91    2017          
   66,667    33,333(3)   —    7.14    2017          

Kathleen E. Redd

                                    

Restricted Stock  

            10,940(2)   100,648      
                 32,821(4)   301,953  
                 31,723(5)   291,852  

SARs  

  20,000    —    —    4.25    2018                  
   1,500    —    —    13.75    2017          
   2,560    —    —    13.19    2016          
   2,500    —    —    18.71    2015          

Stock Options  

  1,750            6.00    2019                  
   35,000    —    —    4.54    2019          
   —    —    22,449(5)   6.01    2018          
   —    —    81,923(6)   4.91    2017          
   2,666    —    —    9.29    2013          

Warren M. Boley, Jr.

                                    

Restricted Stock  

            50,000(7)   460,000      
                 8,000(4)   73,600  
                 8,000(5)   73,600  

Richard W. Bregard

                                    

Restricted Stock  

            12,174(8)   112,001      
                 12,174(5)   112,001  
             9,455(10)   86,986      
                 9,455(6)   86,986  

SARs  

  1,500    —    —    13.75    2017                  
   4,256    —    —    13.19    2016          

Stock Options  

  10,000    —    —    4.54    2019                  
   500    —    —    6.00    2019          

Christopher C. Cambria

                                    

Restricted Stock  

            6,818(2)   62,726      
                 20,455(4)   188,186  

SARs  

  6,667    13,333(9)   —    4.00    2018                  

(1)

The market value was calculated by multiplying the number of shares by the closing market price of the Company’s Common Stock of $9.20 on November 30, 2012.

44

(2)

The vesting date for these service-based restricted stock awards is March 28, 2015.

(3)

Mr. Seymour’s unvested time-based stock options and restricted stock have been vesting in one-third increments on January 6th of each year which became fully vested on January 6, 2013.

(4)

The vesting date for these performance-based restricted stock awards is on or about January 31, 2015, subject to approval by the Organization & Compensation Committee. These awards will only vest if performance targets are met through November 30, 2014.

(5)

The vesting date for these performance-based stock option and restricted stock awards is on or about January 31, 2014, subject to approval by the Organization & Compensation Committee. These awards will only vest if performance targets are met through November 30, 2013.

(6)

The vesting date for these performance-based stock option and restricted stock awards was February 6, 2013. Performance targets were met through November 30, 2012 resulting in stock options vesting at 78.80% and restricted stock vesting at 65.87%. As a result Mr. Seymour had 188,697 stock options vest, Ms. Redd had 64,555 stock options vest, and Mr. Bregard had 6,228 stock awards vest.

(7)

Mr. Boley’s unvested service-based restricted stock vests on July 23, 2015.

(8)

The vesting date for these service-based restricted stock awards is March 30, 2014.

(9)

Mr. Cambria’s unvested SARs vest in one-third increments on September 12th of each year becoming fully vested in 2014.

(10)

The vesting date for this service-based restricted stock award is November 30, 2013.

2012 OPTION/SAR EXERCISES AND STOCK VESTED

The following table provides information for each of the Named Executive Officers regarding stock options,option and SARs exercises and outstanding stock awards held by the officers as of November 30, 2010.

                                              
   Option/SARs Awards  Stock Awards
                  Service-Based Equity
  Equity Incentive
                  Awards  Plan Awards
         Equity
            
         Incentive
              Number of
  Market or
         Plan Awards:
           Market Value
  Unearned
  Payout Value
      Number of
  Number of
        Number of
  of Shares
  Shares, Units
  of Unearned
   Number of
  Securities
  Securities
        Shares or
  or Units of
  or Other
  Shares, Units
   Securities
  Underlying
  Underlying
  Option/
     Units of
  Stock
  Rights That
  or Other
   Underlying
  Unexercised
  Unexercised
  SARs
  Option/
  Stock That
  That
  Have
  Rights That
   Unexercised
  Options/SARs
  Unearned
  Exercise
  SARs
  Have Not
  Have Not
  Not
  Have Not
   Options/SARs (#)
  (#)
  Option/SARs
  Price
  Expiration
  Vested
  Vested
  Vested
  Vested
Name  Exercisable  Unexercisable  (#)  ($)  Year  (#)  ($)(1)  (#)  ($)(1)
Executive Officers as of November 30, 2010
                                        
                                              
Scott J. Seymour
                                             
                                              
Restricted Stock                            120,000(2)  $589,200           
                                              
Stock Options   —    —    239,464(3)  $4.91    2017                     
    —    100,000(2)        7.14    2017                     
                                              
Kathleen E. Redd
                                             
                                              
Restricted Stock                                      30,000(4)  $147,300 
                                              
SARs   20,000    —    —    4.25    2018                     
    1,500    —    —    13.75    2017                     
    2,560    —    —    13.19    2016                     
    2,500    —    —    18.71    2015                     
                                              
Stock Options   —    —    81,923(3)   4.91    2017                     
    —    —    35,000(5)   4.54    2019                     
    2,666    —    —    9.29    2013                     
    1,333    —    —    10.85    2012                     
                                              
Richard W. Bregard
                                             
                                              
Restricted Stock                                      10,000(4)   49,100 
                                       9,455(6)   46,424 
                             9,455(7)   46,424           
                                              
SARs   1,500    —    —    13.75    2017                     
    4,256    —    —    13.19    2016                     
                                              
Stock Options   —    —    10,000(5)   4.54    2019                     
                                              
Chris W. Conley
                                             
                                              
Restricted Stock                                      7,500(4)   36,825 
                                       3,408(6)   16,733 
                             3,408(7)   16,733           
                                              
SARs   12,000    —    —    13.75    2017                     
    13,800              19.34    2016                     
    2,000              18.51    2015                     
                                              
Stock Options   —    —    11,750(3)   4.91    2017                     
    —    —    7,500(5)   4.54    2019                     
    5,000    —    —    7.73    2013                     
    5,000    —    —    15.43    2012                     
    10,000(8)             10.44    2011                     
                                              
Former Executive Officers as of November 30, 2010
                                        
                                              
Scott J. Neish(9)
                                             
                                              
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                     
                                              
award vestings during fiscal year 2012.

Name  Option/SARs Awards   Stock Awards 
  

Number of
Shares
Acquired on
Exercise

(#)

   

Value
Realized on
Exercise

($)(1)

   

Number of
Shares
Acquired on
Vesting

(#)(2)

   Value
Realized on
Vesting
($)(3)		 

Scott J. Seymour

   —    $    —     40,000    $    216,800  

Kathleen E. Redd

   —     —     31,925     191,550  

Warren M. Boley, Jr.

   —     —     —     —  

Richard W. Bregard

   —     —     10,621     63,726  

Christopher C. Cambria

   —     —     —     —  

(1)

The value realized on vesting represents the difference between the closing market price of the Company’s Common Stock on the exercise date and the exercise price multiplied by the number of shares underlying each option exercised.

(2)

The marketamounts reported in this column reflect restricted stock awards that vested during fiscal year 2012.

(3)

The value wasrealized on vesting is calculated by multiplying the number of unvested shares vested by the closing market price of the Company’s Common Stock of $4.91 on November 30, 2010.

(2)Mr. Seymour’s unvested time-based stock options and restricted stock vests in one-third increments on January 6th of each year becoming fully vested in 2013. On January 6, 2011, Mr. Seymour vested in 40,000 restricted shares and 33,334 stock options.
(3)Thethe vesting date for these option awards is January 31, 2013 and will only vest if performance targets are met through November 30, 2012.date.


37

(4)The vesting date for these stock awards is over a29-month period ending January 2012. These awards will only vest if performance targets are met through November 30, 2011.
(5)The vesting date for these performance-based stock options is over a29-month period ending January 2012. These awards will only vest if performance targets are met through November 30, 2011.
(6)The vesting date for these performance-based stock awards is January 31, 2013 and will only vest if performance targets are met through November 30, 2012.
(7)The vesting date for these time-based stock awards is November 30, 2013.
(8)These stock options expired on January 16, 2011.
(9)Employees 65 years of age or older or 55 years of age or older and with five years of service upon retirement or termination of employment do not forfeit vested stock options or SARs awards. Accordingly, Mr. Neish was over 55 years of age and had over five years of service when he left the Company and therefore did not forfeit his then outstanding shares.
2010 OPTION/SAR EXERCISES AND STOCK VESTED
There were no stock options or SARs exercised and no restricted stock vested for the Named Executive Officers in fiscal year 2010.
20102012 PENSION BENEFITS
On November 25, 2008, the Company amended the

The Company’s defined benefit pension and the BRP to freeze future accruals under such plans.are frozen and no longer accruing benefits. Effective February 1, 2009 and July 31, 2009, future benefit accruals for all currentnon-collective bargaining unit employees, including the Named Executive Officers and collective bargaining unit employees respectively, were discontinued. No employees lost their previously earned pension benefits.

45

Qualified Pension Plan

The Qualified Pension Plan is a tax-qualified defined benefit plan covering substantially all salariedcollectively bargaining unit and hourlynon-collectively bargaining unit employees hired before the freeze date. In general, normal retirement age is 65, with certain plan provisions allowing for earlier retirement. Before the freeze date, pension benefits were 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 will receive the highest benefit calculated under any of the formulas for which they were eligible to participate through the freeze date.

2009 Pension BRP Plan

Total pension benefits for the Named Executive Officers and certain other highly compensated employees were 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 restored 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 was designated by the Organization & Compensation Committee.

The Company funded into a grantor trust an amount equal to the present value of the accrued pension benefits under the 2009 Pension BRP Plan for all participants in such plan as of March 5, 2008. These non-qualified benefits may be paid out of the grantor trust (pre-funded) or the Company’s general assets.


38

The following table provides information as of November 30, 2010 for each of the Named Executive Officers regarding the actuarial present valuevalues of their total accumulated benefitbenefits under the Qualified Pension Plan and the 2009 Pension BRP Plan.
                   
         Present Value
  Payments
      Number of Years
  of Accumulated
  During Fiscal
      Credited Service
  Benefit
  Year 2010
Name  Plan Name  (#)(1)  ($)(2)  ($)
Executive Officers as of November 30, 2010
                   
Scott J. Seymour
  Qualified Pension Plan   —   $—   $— 
   2009 Pension BRP Plan   —    —    — 
                   
Kathleen E. Redd
  Qualified Pension Plan   6.50    179,953    — 
   2009 Pension BRP Plan   6.50    47,144    — 
                   
Richard W. Bregard
  Qualified Pension Plan   4.50    187,180    — 
   2009 Pension BRP Plan   4.50    25,797    — 
                   
Chris W. Conley
  Qualified Pension Plan   26.50    665,014    — 
   2009 Pension BRP Plan   26.50    146,008    — 
                   
Former Executive Officers as of November 30, 2010               
                   
J. Scott Neish
  Qualified Pension Plan   6.25   $308,575   $17,627 
   2009 Pension BRP Plan   6.25    260,881    4,114 
                   
Plan of the Named Executive Officers who were eligible for pension benefits prior to the freeze date of the plans as of November 30, 2012. Messrs. Seymour, Boley, and Cambria are not participants in either of the pension plans as their employment with the Company commenced after the freeze date.

Name Plan Name 

  Number of Years       

  Credited Service       

   (#)(1)       

 

  Present Value    

  of Accumulated    

  Benefit    

  ($)(2)    

 

  Payments    

  During Fiscal    

  Year 2012    

  ($)    

Kathleen E. Redd

  Qualified Pension Plan      6.50 $    270,554 $     —
   2009 Pension BRP Plan    6.50         71,522       —

Richard W. Bregard

  Qualified Pension Plan      4.50       238,196       —
   2009 Pension BRP Plan    4.50         19,635       —

(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 in which the Company discontinued future benefit accruals for all salariednon-collectively bargaining unit employees, including the Named Executive Officers. This number is being presented unrounded.

(2)

The amounts reported in this column were calculated based on the accrued benefit as of February 1, 2009, the date benefit accruals were frozen for salariednon-collectively bargaining unit 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, 20102012 of the benefits earned as of the freeze 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.

    

The discount rate assumption is 5.21%3.68% for the Qualified Pension Plan and 5.34%3.77% for the 2009 Pension BRP Plan. The post-retirement mortality assumption of the two pension plans is RP 2000 no-collar, projected to 2018. In order to determine the change in pension values for theSummary Compensation Tableon page 34, the values of the Qualified Pension Plan, the 2009 Pension BRP Plan (for fiscal year 2009), and the Prior Pension BRP (for fiscal year 2008) were calculated as of November 30, 2009 and August 31, 2008 for the benefits earned as of those dates. The discount rate assumption used for the Qualified Pension Plan was 5.65% for fiscal year 2009 and 7.10% for fiscal year 2008. The discount rate assumption used for the 2009 Pension BRP was 5.60% for fiscal year 2009 and 7.05% for the Prior Pension BRP for fiscal year 2008. These were also the assumptions used for financial reporting purposes for fiscal year 2009 and 2008. Other assumptions used to determine the values as of November 30, 2009 and August 31, 2008 were primarily the same as those used as of November 30, 2010.2020. 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.

46

20102012 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,Organization & Compensation Committee, 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


39

December 31, 2004, and whichwere 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 accrualand/or payment of benefits from the GenCorp Retirement Savings 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 the Code will be maintained under and paid from the Prior Pension BRP, in accordance with the terms of the Prior Pension BRP.

The Company matches 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 if the participant has reached the 402(g) limit in the 401(k) Savings Plan. The maximum company match is 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 Savings 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 20102012 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 2010
  fiscal year 2010
  fiscal year 2010
  Distributions
  2010
Name  ($)(1)  ($)(2)  ($)(3)  ($)  ($)
Executive Officers as of November 30, 2010                    
                          
Scott J. Seymour
  $120,577   $9,519   $13,734   $—   $143,830 
                          
Kathleen E. Redd
   —    —    5,505    —    42,827 
                          
Richard W. Bregard
   —    —    —    —    — 
                          
Chris W. Conley
   —    —    4,167    —    38,751 
                          
Former Executive Officers as of November 30, 2010               
                          
J. Scott Neish
  $1,347   $—   $6,145   $(268,701)  $— 
                          

Name 

Executive

Contributions in

fiscal year 2012

($)(1)

  

Company

Contributions in

fiscal year 2012

($)(2)

  

Aggregate

Earnings in

fiscal year 2012

($)(3)

  

Aggregate

Withdrawals/

Distributions

($)

  

Aggregate

Balance at

November 30,

2012

($)

 

Scott J. Seymour

 $    8,462   $    2,084   $    6,885   $    —   $    513,182  

Kathleen E. Redd

  —    —    3,734    —    45,986  

Warren M. Boley, Jr.

  —    —    —    —    —  

Richard W. Bregard

  —    —    —    —    —  

Christopher C. Cambria  

  —    —    —    —    —  

(1)

The amounts reported in this column reflect compensation earned in fiscal year 20102012 and deferred under the 2009 401(k) BRP Plan. These amounts are also included in the “Salary” column in theSummary Compensation Tableon page 34.41.

(2)

The amounts reported in this column reflect company matches under the 2009 401(k) BRP Plan earned in fiscal year 2010. The company match for fiscal year 2010 was not credited to the participant’s accounts until January 2011.2012. These amounts are also included in the “All Other Compensation” column in theSummary Compensation Tableon page 34.41.

(3)

The amounts reported in this column reflect interest credited on account holdings and the change in value of other investment holdings.

Employment AgreementsAgreement and Indemnity Agreements

On January 6, 2010, the Company entered into an employment agreement with Mr. Seymour to serve as the Company’s President and CEO. Pursuant to his employment agreement, Mr. Seymour will earnis entitled to an annual base salary (initially in the amount of $550,000,$550,000), and is eligible for an annual incentive based on a

47

target opportunity up to 125% of his annual base salary. On January 6, 2010, Mr. Seymour received 120,000 shares of the Company’s restricted common stock and an option to purchase 100,000 shares of the Company’s common stock (the “Option”).stock. The Option has a per share exercise price equal to the last sales price reported for the Company’s common stock on the NYSE on the date of grant. Mr. Seymour is also eligible to participate in future grants pursuant to the 2009 Incentive Plan and other Company performance incentive plans extended to the senior executives of the Company generally, at levels commensurate with his position. Mr. Seymour’s employment agreement has a five-year term, unless earlier terminated in


40

accordance with its terms. In the event that the Company terminates Mr. Seymour’s employment for Cause or Mr. Seymour resigns other than for Good Reason (as such terms are defined in his employment agreement), the Company’s obligations will generally be limited to paying Mr. Seymour his annual base salary through the termination date. If Mr. Seymour’s employment is terminated at his or the Company’s election at any time due to his death or disability, or for reasons other than Cause or Voluntary Resignation (as defined in his employment agreement), Mr. Seymour will be entitled to receive the benefits described above and severance payments and benefits equal to the following, subject to certain limitations: (i) one year of his annual base salary paid in installments; (ii) an incentive payment based upon the amount of the previous year’s incentive, prorated based on the number of months of the year that Mr. Seymour workedworks for the Company prior to the termination paid in a lump sum; (iii) immediate vesting of any shares of the Company’s restricted common stock or options that are scheduled to vest within one year of the date of termination of employment and (iv) incentives earned but unpaid with respect to the fiscal year ending on or preceding the date of termination pursuant to the Company’s Annual Incentive Plan.

Also under this employment agreement for a termination in connection with a change in control in which Mr. Seymour’s employment is terminated by the Company without cause or by the executive for good reason within two years following a change in control, Mr. Seymour will be entitled to receive a severance payment and benefits as follows: (i) a lump sum payment equal to two times the sum of his base salary plus the target incentive amount for the year in which the termination takes place; (ii) immediate full vesting of outstanding restricted shares and options; (iii) and payment of any accrued incentive through the date of termination.

On March 5, 2008, priorFebruary 6, 2012, the Company’s subsidiary, Aerojet, entered into a Retention Agreement with Mr. Bregard to ensure that Mr. Bregard remained with Aerojet through at least November 30, 2012 and to encourage a successful transition to Mr. Bregard’s retirement. The Retention Agreement provided that Mr. Bregard shall receive a payment equal to his annual base salary then in effect if he stayed with Aerojet through at least November 30, 2012 or his termination qualified as an Eligible Early Termination (as defined below). In the event of an Eligible Early Termination, Mr. Bregard would have been entitled to receive a lump sum payment equal to the 2008 Annual Meeting,base salary that he would have received from but excluding the Board appointedtermination date through and including November 30, 2012 and reimbursement of health insurance premiums payable under the Consolidated Omnibus Reconciliation Act of 1986. 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 pursuantBregard was entitled to which the Company agreed to pay Mr. Neish a one-time bonusparticipate 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. Neishfiscal 2012 short term cash incentive program in the event ofthat he remained with Aerojet through November 30, 2012 or his termination qualified as an Eligible Early Termination, but was not entitled to participate in the long-term incentive or equity-based compensation programs in fiscal 2012 or thereafter. An “Eligible Early Termination” means 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,Bregard before November 30, 2012 either voluntarily or involuntarily (except with cause), the Company would purchase the condominium owned by Mr. Neish located in Sacramento, California(i) at the then prevailing fair market valuerequest or upon the initiation of Aerojet other than for Cause as defined in the Retention Agreement, (ii) due to the death or disability as defined in the Retention Agreement of Mr. Bregard, or (iii) at the request or initiation of Mr. Bregard in the event that (A) he was no longer a direct report to Scott J. Seymour, or (B) an individual other than Mr. Seymour or Mr. Bregard was elected or appointed to act as President of Aerojet and, in either case, Mr. Bregard suffered a significant change or diminution in his duties and responsibilities. The terms of this agreement were met and Mr. Bregard was paid $265,364 on December 13, 2012. On February 12, 2013, the Retention Agreement was amended to provide that Mr. Bregard will receive a payment of $200,000 if Mr. Neish is unable to sell it on his own. Mr. Neish left the Company effective January 6, 2010 and the condo was purchased by the Company for approximately $800,000.
he remains with Aerojet through at least May 31, 2013.

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The Company has entered into indemnification agreements with each of its Directors and the Named Executive Officers with the exception of Mr. Bregard and Mr. Boley 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 Directorand/or Named Executive Officer of the Company or any of its subsidiaries.

The Company and Messrs. Neish and Conley also entered into executive severance agreements as discussed below. Mr. Neish, left the Company effective January 6, 2010 and was paid his severance six months after his termination date.


41

Potential Payments upon Termination of Employment or Change in Control

Termination Benefits for Scott J. Seymour

According to the employment agreement entered into between the Company and Mr. Seymour as discussed in the section above, in the event that the Company terminates Mr. Seymour’s employment for Cause or Mr. Seymour resigns other than for Good Reason (as such terms are defined in his employment agreement), the Company’s obligations will generally be limited to paying Mr. Seymour his annual base salary through the termination date. If Mr. Seymour’s employment is terminated at his or the Company’s election at any time due to his death or disability, or for reasons other than Cause or Voluntary Resignation (as defined in his employment agreement), Mr. Seymour will be entitled to receive severance payments and benefits equal to the following, subject to certain limitations: (i) one year of his annual base salary paid in installments; (ii) an incentive payment based upon the amount of the previous year’s incentive, prorated based on the number of months of the year that Mr. Seymour worked for the Company prior to the termination paid in a lump sum; (iii) immediate vesting of any shares of the Company’s restricted common stock and options that are scheduled to vest within one year of the date of termination of employment and (iv) incentives earned but unpaid with respect to the fiscal year ending on or preceding the date of termination pursuant to the Company’s Annual Incentive Plan.

Also under this employment agreement for a termination in connection with a change in control in which Mr. Seymour’s employment is terminated by the Company without cause or by the executive for good reason within two years following a change in control, Mr. Seymour will be entitled to receive a severance payment and benefits as follows: (i) a lump sum payment equal to two times the sum of his base salary plus the target incentive amount for the year in which the termination takes place; (ii) immediate full vesting of outstanding restricted shares and options; (iii) and payment of any accrued incentive through the date of termination.

Mr. Seymour’s employment agreement has a five year term beginning January 6, 2010.

Termination Benefits for Other Named Executive Officers

Consistent

The Company does not have a severance plan in place for the Named Executive Officers with the severance planexception of Mr. Seymour discussed above. The Company does have a policy for all of the Company’s non-collectively bargained employees,a reduction in the event of a termination for other than cause,force, pursuant to which Ms. Redd and Mr.Messrs. Boley, Bregard, and Cambria as well as all other employees of the Company, would receive one week’s pay for each full or partial year of service with a minimum of two weeks’ pay and a maximum of 26 weeks’ pay. Ms. Redd and Mr. Bregard wouldThe policy also be eligibleprovides for all health benefits and life insurance coverage for three months. Four weeks of additional pay and eligibility to participate in medical and dental coverage for an additional three months may be granted if a release is executed.

Termination Benefits for Chris W. Conley
Under the severance agreement into which the Company entered with Mr. Conley, a severance payment will become due if a change in control occurs and if the executive’s employment is terminated within three years of the change in control 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, (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.


42

The severance payment due to Mr. Conley in the above scenario would be equal to base salary plus incentive multiplied by a factor of two, plus the following: (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, (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, and (v) 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 forW-2 purposes except for the reimbursement of legal fees incurred and outplacement services.
For purposes of computing Mr. Conley’s severance payment under the severance agreement, base salary is the highest annual salary in effect for any period prior to the termination date following the change in control, and the incentive amount is the greater of (1) the average of the annual incentive under the Company’s annual incentive compensation program made or to be made to Mr. Conley in regard to services rendered in any fiscal year during the three fiscal years immediately preceding the change in control, or (2) 75% of Mr. Conley’s maximum incentive opportunity under the Company’s annual incentive compensation plan for the fiscal year in which the change in control occurs. No other incentive pay or bonuses are included in the computation of Mr. Conley’s termination benefits.
A change in control as defined in such severance agreement occurred on March 5, 2008 as a result of the Shareholder Agreement and as such the agreement will expire three years from this date which is March 5, 2011. After this date, Mr. Conley’s termination benefits will be the same as described in the above section Termination Benefits for Other Named Executive Officers.Mr. Neish was party to a similar severance agreement and on January 6, 2010, Mr. Neish left the Company and his severance payments and other benefits in accordance with the terms of his executive severance agreements were paid six months after this date.
Treatment of Equity Awards

Equity awards made to employees including the Named Executive Officers generally provide for the immediate accelerated vesting of the award, including stock options, performance-based stock options, SARs, time-based restricted stock and performance-based restricted stock (regardless of whether or not the performance target is ultimately met) upon a change in control of the Company regardless of whether a termination occurs.


43

49

Estimated Cost of Termination Benefits

The amounts of estimated incremental compensation and benefits payable to the Named Executive Officers assuming a qualifying termination of employment as of November 30, 2010,2012, are shown in the following table.

                          
      Health and
         
      Welfare
         
   Cash
  Benefit
  Financial
  Outplacement
   
Name  Severance  Continuation  Counseling  Services  Total
Scott J. Seymour Termination without Cause
  $2,083,125   $1,741   $—   $—   $2,084,866 
                          
Scott J. Seymour Termination with Change in Control
   3,162,500    1,741    —    —    3,164,241 
                          
Kathleen E. Redd
   84,000    8,808    —    —    92,808 
                          
Richard W. Bregard
   45,001    6,039    —    —    51,040 
                          
Chris W. Conley through March 5, 2011
   621,407    34,445    15,000    44,980    715,832 
                          
Chris W. Conley subsequent to March 5, 2011
   129,750    8,395    —    —    138,145 
                          
While the severance agreement for Mr. Conley provides for a gross up to the executive by the Company for any excise tax imposed by Section 4999

Name

Cash

Severance

Scott J. Seymour Termination without Cause

$    2,652,500

Scott J. Seymour Termination with Change in Control

3,817,500

Kathleen E. Redd

—

Warren M. Boley, Jr.

—

Richard W. Bregard

—

Christopher C. Cambria

—

As of the Code, by reason of being considered “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code, the Company does not believe that the Shareholder Agreement which resulted in the 2008 Change in Control constitutes a “change in control” as defined in the Section 280G of the Code. ThereNovember 30, 2012, there are no other scenarios other than what is discussed in this section in which a Named Executive Officer would get benefits above and beyond normal employee policy.


44

Security Ownership of Certain Beneficial Owners

The Company believes that the following table is an accurate representation of beneficial owners of more than 5% of the 59,255,06760,556,327 shares of the Common Stock outstanding as of February 1, 2011.January 31, 2013. The table is based on reports of Schedule 13D and Schedule 13G filed with the SEC on or prior to February 11, 2011.

         
   Amount and Nature of
  Percent
Beneficial Owner  Beneficial Ownership  of Class
GAMCO Investors, Inc. 
   8,575,486(1)  14.5%
One Corporate Center
Rye, NY 10580		        
         
GenCorp Retirement Savings Plans
   4,176,695(2)  7.0%
c/o Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109		        
         
Steel Partners II, L.P. 
   4,055,737(3)  6.8%
590 Madison Avenue
32nd Floor
New York, NY 10022		        
         
BlackRock, Inc. 
   4,830,633(4)  8.2%
40 East 52nd Street
New York, NY 10022		        
         
Franklin Mutual Advisers, LLC
   3,331,352(5)  5.6%
101 John F. Kennedy Parkway
Short Hills, CA 07078		        
         
The Vanguard Group, Inc. 
   3,234,672(6)  5.5%
100 Vanguard Boulevard
Malvern, PA 19355		        
         
13, 2013.

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percent

of Class

GAMCO Investors, Inc.

One Corporate Center

Rye, NY 10580

8,575,486(1)14.2%

Marcato Capital Management LLC

235 Pine Street, Suite 1650

San Francisco, CA 94104

5,681,571(2)9.4%

BlackRock, Inc.

40 East 52nd Street

New York, NY 10022

4,764,991(3)7.9%

Steel Partners Holdings L.P.

590 Madison Avenue

32nd Floor

New York, NY 10022

4,065,737(4)6.7%

GenCorp Retirement Savings Plans

c/o Fidelity Management Trust Company

82 Devonshire Street

Boston, MA 02109

3,204,262(5)5.3%

The Vanguard Group, Inc.

3,122,498(6)5.2%

100 Vanguard Boulevard

Malvern, PA 19355

(1)

Includes shares beneficially owned by Mario J. Gabelli and various affiliated entities, including Gabelli Funds, LLC, GAMCO Asset Management Inc., Teton Advisors, Inc., GGCP, Inc., and GAMCO Investors, Inc. Gabelli Funds, LLC reported sole voting power and sole dispositive power with respect to 3,112,073 shares. GAMCO Asset Management Inc. reported sole voting power with respect to 4,575,213 shares and sole dispositive power with respect to 4,668,213 shares. Teton Advisors, Inc. reported sole voting power and sole dispositive power with respect to 775,200 shares. GGCP, Inc. reported sole voting power and sole dispositive power with respect to 20,000 shares. GAMCO Investors, Inc. reported sole voting power and sole dispositive power with respect to

50

0 shares. Includes 622,140 shares with respect to which the reporting persons have the right to acquire beneficial ownership upon conversion of the Company’s 4.0625%4 1/16% and 2.250%2 1/4% convertible subordinated debentures. All of the foregoing information is according to Amendment No. 49 to a Schedule 13D dated October 26, 2010 and filed with the SEC on October 26, 2010.

(2)Shares held as of December 31, 2010 by Fidelity

Marcato Capital Management Trust Company, the Trustee for the GenCorp Retirement Savings Plan.

(3)Includes shares beneficially owned by Messrs. LichtensteinLLC and Henderson and various affiliated entities, including SPII, SPH, and Steel Partners, each of which (other than Mr. Henderson)Richard T. McGuire III reported shared voting power and shared dispositive power with respect to 5,681,571 shares. Mr. McGuire is the managing member of Marcato Capital Management LLC. The foregoing information is according to a Schedule 13G dated February 14, 2012 and filed with the SEC on February 14, 2012.

(3)

BlackRock, Inc. reported sole voting power and sole dispositive power with respect to the 4,764,991 shares. The foregoing information is according to Amendment No. 3 to a Schedule 13G dated February 4, 2013 and filed with the SEC on February 8, 2013.

(4)

Consists of shares owned directly by SPH Group Holdings LLC (“SPHG Holdings”). Steel Partners Holdings L.P. (“Steel Holdings”) owns 99% of the membership interests of SPH Group LLC (“SPHG”). SPHG is the sole member of SPHG Holdings. Steel Partners Holdings GP Inc. (“Steel Partners GP”) is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. By virtue of these relationships, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the shares owned directly by SPHG Holdings. Each of the foregoing may be deemed to have shared voting and dispositive power with respect to such shares. All of the foregoing information is according to Amendment No. 1921 to a Schedule 13D dated February 18, 2010 and filed with the SEC on February 19, 2010. As noted in the table entitledSecurity Ownership of Officers and Directorson page 22, Mr. Lichtenstein beneficially owns an additional 42,537 shares of stock of the Company and Mr. Henderson beneficially owns an additional 68,245 shares of stock of the Company, both awarded to them in their capacity as Director of the Company.

(4)BlackRock, Inc. reported sole voting power and sole dispositive power with respect to the 4,830,633 shares. All of the foregoing information is according to Amendment No. 1 to a Schedule 13G dated January 21, 2011 and filed with the SEC on February 4, 2011.
(5)Includes shares beneficially owned by one or more open-end investment companies or other managed accounts which, pursuant to investment management contracts, which are managed by Franklin Mutual Advisers, LLC (“FMA”), an indirect


45

wholly owned subsidiary of Franklin Resources, Inc. FMA reported sole voting power and sole dispositive power with respect to such shares pursuant to such investment management contracts. All of the foregoing information is according to Amendment No. 2 to Schedule 13G dated January 15, 20103, 2012 and filed with the SEC on January 22, 2010.3, 2012.

(5)

Shares held as of December 31, 2012 by Fidelity Management Trust Company, the Trustee for the GenCorp Retirement Savings Plan.

(6)Includes shares beneficially owned by

The Vanguard Group, Inc., which reported sole voting power with respect to 105,30595,705 shares, sole dispositive power with respect to 3,129,3673,030,393 shares and shared dispositive power with respect to 105,30592,105 shares. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 105,305 shares as a result of its serving as investment manager of collective trust accounts. VFTC directs the voting of these shares. All of the foregoing information is according to a Schedule 13G dated February 9, 20117, 2013 and filed with the SEC on February 10, 2011.13, 2013.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s Directors and certain officers and persons who own more than 10% of the outstanding Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the NYSE. The SEC also requires such persons to furnish the Company with copies of the Forms 3, 4 and 5 they file. Based solely on our review of the copies of such forms that the Company has received, the Company believes that all of its Directors, executive officers and greater than 10% beneficial owners complied with all filing requirements applicable to them with respect to transactions during fiscal year 2010 with one exception. Pursuant to the new Director Compensation Program, if a Director elects to receive common stock in lieu of at least 50% of his cash compensation, the Company will grant restricted shares equal in value to 50% of the amount of cash compensation he elects to receive in common stock. Due to an administrative oversight, Mr. Henderson’s Form 4 to report this transaction was due to be filed by April 19, 2010 with the SEC, but was not filed until April 20, 2010.

2012.


46

51

PROPOSAL 2
APPROVAL OF AN AMENDMENT TO THE GENCORP AMENDED AND RESTATED 2009 EQUITY
AND PERFORMANCE INCENTIVE

2013 EMPLOYEE STOCK PURCHASE PLAN TO ELIMINATE THE LIMITATION ON THE NUMBER
OF SHARES AVAILABLE TO BE ISSUED AS FULL VALUE AWARDS

On March 25, 2009, the Company’s shareholders approved the adoption of the GenCorp 2009 Equity and Performance Incentive Plan and on March 24, 2010, the Company’s shareholders approved the adoption of the GenCorp Amended and Restated 2009 Equity and Performance Incentive Plan (referred to in this section of the Proxy Statement as the “Plan”). The Plan allows for the issuance of up to 2,000,000 shares of GenCorp common stock for award grants. The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, performance units and other stock-based awards. On January 26, 2011,February 14, 2013, the Board, upon the recommendation and approval of the Organization & Compensation Committee (referred to in this section ofadopted the Proxy Statement as the “Compensation Committee”GenCorp Inc. 2013 Employee Stock Purchase Plan (the “2013 ESPP”) approved certain amendments, effective January 26, 2011, to the Plan. The January 2011 amendment did not require prior shareholder approval.

The Company’s shareholders are now being asked to approve an amendment to the Plan to eliminate the limitation on the number ofand reserved 1,500,000 shares of GenCorp common stock thatfor issuance thereunder. The 2013 ESPP will be effective January 1, 2014, subject to shareholder approval within 12 months of Board approval.

The Company’s shareholders are being asked to approve the Company may issue as2013 ESPP and the maximum award limits for Full Value AwardsBoard’s reservation of shares under the Plan. A Full Value Award is any type2013 ESPP for the purpose of Award authorized by the Plan, other than options and SARs, which is settled by the issuance ofqualifying such shares (currently set at 1,000,000 shares of GenCorp common stock).

The Company believes that the limitation on the number of shares available for Full Value Awards should be eliminated to accommodate changes in Director compensation that may provide for more stock-based awards than cash-based awards. For this purpose, subject to the approval of shareholders, the Board adopted the amendment to the Plan on January 26, 2011. If shareholders do not approve the amendment to the Plan, the Plan will remain in place in accordance with its terms prior to such amendment.
A copyspecial tax treatment under Section 423 of the revised Plan is attached to this Proxy StatementInternal Revenue Code of 1986, as Exhibit A, and aamended (the “Code”).

Summary of the 2013 ESPP

The principal features of the 2013 ESPP are summarized below. The following summary of the Plan is set forth below. The summary2013 ESPP does not purport to be a complete description of all of the provisions of the 2013 ESPP. It is qualified in its entirety by reference to the Plan.

Other thancomplete text of the proposed amendment2013 ESPP, which has been filed with the SEC as Exhibit A to this proxy statement. Any shareholder who wishes to obtain a copy of the 2013 ESPP may do so upon written request to the Plan to eliminateSecretary at the limitation on the maximum number of shares available for Full Value Awards, there have been no other material changes to the Plan which would require prior shareholder approval.
Company’s principal executive offices.

SummaryGeneral.    The purpose of the Plan

Purpose of the Plan.  The Plan2013 ESPP is intended as an incentive to attract, motivate, and retain employees and Directors upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend, and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growthemployees of the Company and create value for shareholders.
Administrationits designated subsidiaries and affiliates with an opportunity to purchase the Company’s common stock and, therefore, to have an additional incentive to contribute to the prosperity of the Plan.Company.

Administration.    The Plan2013 ESPP is to be administered by the Compensation Committee consisting of two or more directors who are “non-employee directors” within the meaning ofRule 16b-3 and, “outside directors” within the meaning of Section 162(m) of the Code. In the event that for any reason the Compensation Committee is unable to act or if the Compensation Committee at the time of any grant, award or other acquisition under the Plan does not consist of two or more “non-employee directors,” or if there is no sucha committee then the Plan will be administered(the “Committee”) appointed by the Board.

Subject toBoard, which will initially be the other provisions of the Plan, the CompensationBenefits Management Committee. The Committee will have the authority, in its discretion: (i) to grant cash-based awards, nonqualified stock options, incentive stock options, SARs,


47

restricted stock, restricted stock units, performance shares, performance units and other stock-based awards, all of which are referred to collectively as “Awards”; (ii) to determine the terms and conditions of each Award granted (which need not be identical); (iii)has full power to interpret the Plan2013 ESPP, and all Awards granted thereunder; and (iv) to make all other determinations necessary or advisable for the administrationdecisions of the Plan.
Eligibility.  The persons eligible for participation inBoard and the Plan as recipientsCommittee are final and binding upon all participants.

Eligibility.    Any employee of Awards include employees and Directors to the Company or any Company subsidiary or affiliate ofdesignated by the Company. Approximately 200 individuals are currentlyCommittee who is regularly employed for at least 20 hours per week and more than five months in a calendar year on an Entry Date (as defined below) is eligible to participate in the Plan.2013 ESPP during the Offering Period (as defined below) beginning on that Entry Date, subject to administrative rules established by the Committee. However, no employee is eligible to participate in the 2013 ESPP to the extent that, immediately after the grant, that employee would have owned 5% of either the voting power or the value of the Company’s common stock, and no employee’s rights to purchase the Company’s common stock pursuant to the 2013 ESPP may accrue at a rate that exceeds $25,000 per calendar year. Eligible employees become participants in the 2013 ESPP by filing with the Company an enrollment agreement authorizing payroll deductions on a date set by the Committee prior to the applicable Entry Date. As of January 31, 2013, approximately 3,400 employees of the Company and our subsidiaries and affiliates would be eligible to participate in the 2013 ESPP.

Participation in an Offering.    The 2013 ESPP is implemented by offering periods lasting for six months (an “Offering Period”). If shareholders approve the 2013 ESPP, the first six-month Offering Period will begin on January 1, 2014. Common stock is purchased under the 2013 ESPP every six months on the last trading day of each Offering Period (a “Purchase Date”), unless the participant becomes ineligible, withdraws or terminates employment earlier. The Entry Date is the first trading day of the Offering Period. To participate in the 2013 ESPP, each eligible employee must authorize contributions pursuant to the 2013 ESPP, which will generally be collected through payroll deductions. Such payroll deductions may not exceed 10% of a participant’s eligible compensation and are also subject to the limitations discussed above. A participant may increase or decrease his or her rate of contribution through payroll deductions at any time, but at no time may such rate of contribution exceed 10%. Each participant who has elected to participate is automatically granted an option to purchase shares of common stock on his or her Entry Date. The option

52

expires at the end of the Offering Period, upon termination of employment, or if the employee becomes ineligible, whichever is earlier, but is exercised at the end of each Offering Period to the extent of the contributions accumulated during such Offering Period. The number of shares that may be purchased by an employee in any Offering Period, subject to the limitations discussed above, may not exceed 500 shares of common stock.

Purchase Price; Shares Purchased.    Shares of common stock may be purchased under the 2013 ESPP at a price not less than 85% of the fair market value of the common stock on the last trading day of the Offering Period; however, the Committee has the discretion to adjust the purchase price in the future so long as it is not less than 85% of the fair market value of the common stock on the last trading day of the Offering Period. The shares shall be retained for a thirty (30) day period of time or such longer period of time as may be required by the Committee. The Committee may establish other procedures to permit tracking of disqualifying dispositions of such shares. On January 31, 2013, the closing price per share of the Company’s common stock was $10.73. The number of whole shares of the Company’s common stock a participant purchases in each Offering Period is determined by dividing the total amount of the participant’s contributions during that Offering Period by the purchase price, subject to the 500 share limit.

Termination of Employment.    Termination of a participant’s employment for any reason, including death, immediately cancels his or her option and participation in the 2013 ESPP. In selecting participants, and determiningsuch event, the contributions credited to the participant’s account will be returned without interest to him or her or, in the case of death, to the person or persons entitled to those contributions.

Adjustments upon Changes in Capitalization, Merger or Sale of Assets.    In the event that the Company’s common stock is changed by reason of any stock split, stock dividend, combination, recapitalization or other similar changes in the Company’s capital structure effected without the receipt of consideration, appropriate proportional adjustments may be made in the number of shares of Common Stock covered by each Award, the Compensation Committee may consider any factors that it deems relevant.

Shares Subjectstock subject to the Plan.  Subject to2013 ESPP, the conditions outlined below, the total number of shares of Common Stock which maystock to be issuedpurchased pursuant to Awards granted underan option and the Plan may not exceed 2,000,000 sharesprice per share of Common Stock. The Plan provides for annual limits oncommon stock covered by an option. Any such adjustment will be made by the size of Awards for any particular participant.
Board, whose determination shall be conclusive and binding. In the event of certain corporate events or transactions (including, but not limited to, thea proposed sale of all or substantially all of the assets of the Company or a change in the sharesmerger or consolidation of the Company with another company, the Board may determine that each option will be assumed by, or an equivalent option substituted by, the capitalizationsuccessor company or its affiliates, that the Purchase Date will be accelerated, or that all outstanding options will terminate and accumulated payroll deductions will be refunded.

Amendment and Termination of the Company), the Compensation Committee,Plan.    The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the 2013 ESPP, or revise or amend it in order to prevent dilution or enlargement of a participant’s rights underany respect whatsoever, provided that the Plan, shall substitute or adjust, as applicable, the number and kind of shares of Common Stock that may be issued under the Plan or under particular forms of Awards, the number and kind of shares of Common Stock subject to outstanding Awards, the option price or grant price applicable to outstanding Awards, the annual Award limits, and other value determinations applicable to outstanding Awards.

Options.  An option granted under the Plan is designated at the time of grant as either an incentive stock option or as a non-qualified stock option. Upon the grant of an option to purchase shares of Common Stock, the Compensation Committee will specify the option price, the maximum duration of the option, the number of shares of Common Stock to which the option pertains, the conditions upon which an option shall become vested and exercisable, and such other provisions as the Compensation Committee shall determine which are not inconsistent with the terms of the Plan. The purchase price of each share of Common Stock purchasable under an option will be determined by the Compensation Committee at the time of grant, but2013 ESPP may not be less than 100%amended in any way that would cause the 2013 ESPP, if such amendment were not approved by the Company’s shareholders, to fail to comply with (i) the requirements for employee stock purchase plans under Section 423 of the fair market value of such share of Common Stock on the date the option is granted, provided, however, that an option granted outside the United StatesCode (except as may relate to a person whoNon-423 Plan) or (ii) any other requirement of applicable law or regulation, unless and until shareholder approval is obtained. The 2013 ESPP will continue until January 1, 2024, unless otherwise terminated by the Board.

Withdrawal.    Generally, anon-U.S. taxpayer participant may be grantedwithdraw from the 2013 ESPP during an Offering Period prior to the change enrollment deadline established by the Committee. The Committee may establish rules limiting the frequency with an option price less thanwhich participants may withdraw and re-enroll in the plan and may establish a waiting period for participants wishing to re-enroll.

New Plan Benefits.    Because benefits under the 2013 ESPP will depend on employees’ elections to participate and the fair market value of the underlying shares on the date of grant if necessaryCompany’s common stock at various future dates, it is not possible to utilize a locally available tax advantage. No option shall be exercisable later than the seventh anniversary date of its grant, provided, that for options granted to participants outside the United States who arenon-U.S. taxpayers, the Compensation Committee has the authority to grant options that have a term greater than seven years.

SARs.  SARs will be exercisable at such time or times and subject to such terms and conditions as determined by the Compensation Committee. The term of SARs granted under the Plan shall be determined by the Compensation Committee, in its sole discretion, and except as determined otherwise by the Compensation Committee, no stock appreciation right shall be exercisable later than the seventh anniversary date of its grant, provided, however, that for SARs granted to participants who arenon-U.S. taxpayers, the Compensation Committee has the authority to grant SARs that have a term greater than seven years.
Restricted Stock and Restricted Stock Units.  Shares of restricted stockand/or restricted stock units may be granted under the Plan aside from, or in association with, any other Award and will be subject to certain conditions and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Compensation Committee deems desirable. Except with respect to a maximum of 5% of the shares authorized under the Plan or as otherwise provided in the Plan, any Awards of restricted stock


48

and/or restricted stock units which vest on the basis of the participant’s continued employment with or provision of service to the Company shall not provide for vesting which is any more rapid than annual pro rata vesting over a three year period and any Awards of restricted stockand/or restricted stock units which vest upon the attainment of performance goals shall provide for a performance period of at least 12 months.
Performance Units/Performance Shares.  Subject to the terms and provisions of the Plan, the Compensation Committee, at any time and from time to time, may grant performance unitsand/or performance shares to participants in such amounts and upon such terms as the Compensation Committee shall determine. Each performance unit shall have an initial value that is established by the Compensation Committee at the time of grant. Each performance share shall have an initial value equal to the fair market value of a share of Common Stock on the date of grant. The Compensation Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the valueand/or number of performance units/performance sharesbenefits that will be paid out toreceived by executive officers and other employees if the participant.
Cash-Based Awards and Other Stock-Based Awards.  Subject to the provisions of the Plan, the Compensation Committee may grant cash-based awards or other types of equity-based or equity-related awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to such terms and conditions, as the Compensation Committee shall determine. Such Awards may involve the transfer of actual shares of Common Stock to participants, or payment in cash or otherwise of amounts based on the value of shares of Common Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. Each cash-based award shall specify a payment amount or payment range as determined by the Compensation Committee. Each other stock-based award shall be expressed in terms of shares of Common Stock or units based on shares of Common Stock, as determined by the Compensation Committee.
Restrictions on Transferability.  The Awards granted under the Plan are not transferable and may be exercised solely by a participant during his lifetime or after his death by the person or persons entitled thereto under his will or the laws of descent and distribution or as otherwise required by law. Any attempt to transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Award contrary to the provisions set forth in the Plan will be void and ineffective and will give no right to the purported transferee.
Change in Control.  The Compensation Committee may provide for the acceleration of the vesting and exercisability of outstanding options, vesting of restricted stock and restricted stock units and earlier exercise of Freestanding SARs, in the event of a Change in Control of the Company.
Termination of the Plan.  Unless sooner terminated as provided therein, the Plan shall terminate ten years from the date the Plan2013 ESPP is approved by the shareholders.
Amendments Non-employee directors are not eligible to participate in the Plan.  The Compensation Committee may at any time alter, amend, modify, suspend, or terminate the Plan and any evidence of Award in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders, options issued under the Plan to any individual will not be repriced, replaced, or regranted through cancellation, and no amendment of the Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule.
2013 ESPP.

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U.S. Federal Income Tax Consequences

Incentive Options.  Options that are granted

If the Company’s shareholders approve this proposal, the 2013 ESPP, and the right of participants to make purchases thereunder, should qualify under the Planprovisions of Sections 421 and that are intended to qualify as incentive stock options must comply with the requirements of Section 422423 of the Code. An option holder is not taxedUnder these provisions, no income will be taxable to a participant until the shares purchased under the 2013 ESPP are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant will generally be subject to tax and the amount of the tax will depend upon the grantholding period. If the shares are sold or exerciseotherwise disposed of more than two years from the applicable Entry Date and more than one year from the date of transfer of the shares to the participant, then the participant generally will recognize ordinary income measured as the lesser of (i) the excess of the amount received upon such sale or disposition over the purchase price, or (ii) an incentive stock option; however,amount equal to the difference between the purchase price and fair market value of the shares of Common Stock on the exercise date and the exercise price will be an


49

item of adjustment for purposesas of the alternative minimum tax. If an option holder holds shares of Common Stock acquired upon the exercise of an incentive stock option for at least two years following the date of the grant of the option and at least one year following the exercise of the option, the option holder’sEntry Date. Any additional gain if any, upon a subsequent disposition of such shares willshould be treated as long-term capital gain for federal income tax purposes. The measure of the gain is the difference between the proceeds received on disposition and the option holder’s basis ingain. If the shares (which generally would equalare sold or otherwise disposed of before the exercise price). Ifexpiration of this holding period, the option holder disposes of shares of Common Stock acquired pursuant to exercise of an incentive stock option before satisfying theone-and-two year holding periods described above, the option holder mayparticipant will recognize both ordinary income and capital gain ingenerally measured as the yearexcess of disposition. The amount of the ordinary income will be the lesser of (i) the amount realized on disposition less the option holder’s adjusted basis in the shares (generally the option exercise price); or (ii) the difference between the fair market value of the shares on the exercise date and the optionshares are purchased over the purchase price. The balance of the consideration receivedAny additional gain or loss on such sale or disposition will be long-term or short-term capital gain ifor loss, depending on the shares had been held for at least one year following exercise of the incentive stock option.
holding period. The Company is not entitled to ana deduction for amounts taxed as ordinary income tax deduction onor capital gain to a participant except to the grantextent ordinary income is recognized by participants upon a sale or the exercise of an incentive stock option or on the option holder’s disposition of shares prior to the sharesexpiration of Common Stock after satisfying the holding period requirementperiod(s) described above. IfIn all other cases, no deduction is allowed to the holding periods are not satisfied, the Company will generally be entitled to an income tax deduction in the year the option holder disposesCompany.

The foregoing is only a summary of the shares, in an amount equal to the ordinaryeffect of U.S. federal income recognized by the option holder.

Nonqualified Options.  In the case of a non-qualified stock option, an option holder is not taxed on the grant of such option. Upon exercise, however, the participant recognizes ordinary income equal to the difference between the option pricetaxation upon participants and the fair market value of the shares of Common Stock on the date of the exercise. The Company is generally entitled to an income tax deduction in the year of exercise in the amount of the ordinary income recognized by the option holder. Any gain on subsequent disposition of the shares of Common Stock is long-term capital gain if the shares are held for at least one year following the exercise. The Company does not receive an income tax deduction for this gain.
SARs.  No taxable income will be recognized by an option holder upon receipt of a stock appreciation right and the Company will not be entitled to a tax deduction upon the grant of such right.
Upon the exercise of a stock appreciation right, the holder will include in taxable income, for federal income tax purposes, the fair market value of the cash and other property received with respect to the stock appreciation right2013 ESPP based on the U.S. Federal income tax laws in effect as of the date of this proxy statement. It is not intended to be exhaustive and does not discuss the tax consequences arising in the context of the employee’s death or the income tax laws of any municipality, state or foreign country in which the employee’s income or gain may be taxable or the gift, estate, or any tax law other than U.S. federal income tax law. Because individual circumstances may vary, the Company will generally be entitledadvises all recipients to a correspondingconsult their own tax deduction.
Other Awards.  A recipientadvisor concerning the tax implications of restricted stock, restricted stock units, performance shares and performance units will not have taxable income upon grant, but will have ordinary income at the time of vesting. The amount of income will equal the fair market value on the vesting date of the sharesand/or cash received minus the amount, if any, paid by the recipient. A recipient of restricted stock may instead, however, elect to be taxed at the time of grant. The Company will generally be entitled to an income tax deduction for the taxable year for which the recipient includes the amount in income.
The Plan is intended to satisfy the performance-based compensation exception to the limitation on the Company’s tax deductions imposed by Section 162(m) of the Code with respect to those grants for which such qualification as available and for which such exception is intended. The Plan is designed so that all awards are either exempt from Section 409A of the Code or will satisfy Section 409A of the Code.
Aggregate Past Grants Under the Plan
As of February 1, 2011, awards covering 1,544,972 shares of GenCorp common stock had been granted under the Plan. This number of shares includes shares subject to awards that expired or terminated without having been exercised or paid and became available for new award grants under the Plan. The following table shows information regarding the distribution of those awards among the persons


50

and groups identified below, option exercises and restricted stock and restricted stock vesting prior to that date, and any option, unvested restricted stock and restricted stock holdings as of that date.
                
   Number of Shares
  Number of Shares
  Number of Shares
   Underlying Stock
  Underlying
  Underlying Full
Name and Principal Position  Options  SARs(1)  Value Awards
Scott J. Seymour
               
President and CEO of the Company and President of Aerojet   399,330    —    120,000 
                
Kathleen E. Redd
               
Vice President, CFO and Secretary   111,154(2)   —    7,500(2)
                
Richard W. Bregard
               
Deputy to the President   2,500(2)   —    23,774(2)
                
Chris W. Conley
               
Vice President, Environmental, Health & Safety   16,563(2)   —    9,543(2)
                
Total for all current Executive Officers (including the Named Executive Officers identified above)   529,547(3)   —    160,817(3)
                
Non-Executive Director Group        281,810    272,525 
                
All employees, including all current officers who are not executive officers, as a group   72,851(4)   —    227,422(4)
                
(1)These SARs awards are settled in cash.
(2)Includes potential awards which, if approved by the Compensation Committee, that could not be fully awarded under the 1999 GenCorp Inc. Equity and Performance Incentive Plan because of any numerical limit on awards set forth thereunder.
(3)Includes potential awards which, if approved by the Compensation Committee, that could not be fully awarded under the 1999 GenCorp Inc. Equity and Performance Incentive Plan because of any numerical limit on awards set forth thereunder amounting to 13,125 shares for stock options and 11,875 for restricted stock.
(4)Includes potential awards which, if approved by the Compensation Committee, that could not be fully awarded under the 1999 GenCorp Inc. Equity and Performance Incentive Plan because of any numerical limit on awards set forth thereunder amounting to 32,072 shares for stock options and 19,469 for restricted stock.
New Plan Benefits
Awards under the Plan will be granted at the discretion of the Compensation Committee and, accordingly, are not yet determinable. In addition, benefits under the Plan will depend on a number of factors, including the fair market value of the Company’s common stock on future dates, and actual Company performance against performance goals established with respect to performance awards, among other things. Consequently, it is not possible to determine the exact benefits or number of shares subject to awards that may be granted in the future to persons eligible for participation in the Plan.
As2013 ESPP.

Registration with the SEC

We intend to file a registration statement on Form S-8 relating to the issuance of February 1, 2011, the fair market value of a share of the Company’s common stock was $5.16.

under the 2013 ESPP with the SEC pursuant to the Securities Act of 1933, as amended, as soon as practicable if the 2013 ESPP is approved by our shareholders.

Vote Required and Board Recommendation

The affirmative vote of the holders of at least a majority of the votes cast at the Annual Meeting is necessary to approve this proposal. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote.

The Board unanimously recommends a vote FOR the amendment toapproval of the GenCorp Inc. 2009 Equity and Performance Incentive2013 Employee Stock Purchase Plan.


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PROPOSAL 3

ADVISORY VOTE ON GENCORP’S EXECUTIVE COMPENSATION PROGRAM

The recently enacted

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enablesthe Company is providing its shareholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of the named executive officersNamed Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.

As described in the Compensation Discussion and Analysis, the Company’s executive compensation program is designed to support our business goals and promote both short-term and long-term growth and directly link pay to performance. The compensation program for executive officers has historically consisted of the following principal elements: short-term compensation, including base salaries and annual cash incentive awards; long-term compensation equity incentive awards, including restricted stock, stock options and cash-settled SARs; and in-service and post-retirement/employment benefits.

We are asking shareholders to indicate their support for the compensation of the executive officers named in the “Summary Compensation Table” included in this Proxy Statement (referred to as the “Named Executive Officers”). This proposal, commonly known as a“say-on-pay” “say-on-pay” proposal, gives shareholders the opportunity to express their views on the Named Executive Officers’ compensation. Accordingly, we will ask shareholders to vote “FOR” the following resolution at the Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 20112013 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20102012 Summary Compensation Table and the other related tables and disclosure.”

Thesay-on-pay vote is advisory, and therefore not binding on the Company, the Organization & Compensation Committee or our Board of Directors. The Board of Directors and the Organization & Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Organization & Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The approval of this resolution requires the affirmative vote of a majority of the votes cast at the Annual Meeting. While this vote is required by law, it will neither be binding on the Company or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board.

The Board unanimously recommends a vote FOR the advisory approval of GenCorp’s Executive Compensation Program.


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55

PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON GENCORP’S
EXECUTIVE COMPENSATION PROGRAM
The Dodd-Frank Act also enables shareholders to indicate how frequently we should seek an advisory vote on the compensation of the Named Executive Officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as relates to Proposal 3 included elsewhere in this Proxy Statement. By voting on this Proposal, shareholders may indicate whether they would prefer an advisory vote on Named Executive Officer compensation once every one, two, or three years.
After careful consideration of this Proposal, the Board of Directors has determined that an advisory vote on executive compensation that occurs every year, or annually, is the most appropriate alternative for the Company, and therefore the Board of Directors recommends that you vote for an annual interval for the advisory vote on executive compensation. We believe that an annual vote allows for input from shareholders on the most frequent basis. As such, an annual vote would likely foster more robust dialogue between the Board of Directors and our shareholders.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to this Proposal. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and not binding on the Board of Directors or the Company in any way, the Board may decide that it is in the best interests of shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.
The Board unanimously recommends a vote FOR ONE YEAR on the frequency of the advisory vote on GenCorp’s Executive Compensation Program.


53

PROPOSAL 5
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee has appointed PwC, an independent registered public accounting firm, to serve as the Company’s independent auditors for fiscal year 2011.2013. The Audit Committee is submitting Proposal 54 to shareholders for ratification as a corporate governance practice. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of the independent auditors, whether or not the Company’s shareholders ratify the appointment.

Representatives of PwC are expected to be present at the Annual Meeting to answer questions. They also will have the opportunity to make a statement if they desire to do so and respond to appropriate questions.

The affirmative vote of the holders of at least a majority of the votes cast at the Annual Meeting is necessary to approve Proposal 5,4, the ratification of the appointment of the Company’s independent auditors. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote on Proposal 5.4. The persons named in the accompanying form of proxy intend to vote such proxies to ratify the appointment of PwC unless a contrary choice is indicated.

The Board unanimously recommends a vote FOR the ratification of the appointment of PwC as the Company’s independent auditors for fiscal year 2011.

2013.

Audit Fees

Audit fees billed for professional services rendered by them for the audit of the Company’s annual financial statements, the review of financial statements included in the Company’s quarterly reports onForm 10-Q, or services that are normally provided in connection with statutory audits were:

         
  Fiscal Year Ended
  2010 2009
  In Thousands
 
Audit fees $2,747  $2,659 

   Fiscal Year Ended 
     2012       2011   
   In Thousands 

Audit fees

  $2,898    $2,747  

Audit-Related Fees

Audit related fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements, and are not reported under “Audit Fees” above were:

         
  Fiscal Year Ended
  2010 2009
  In Thousands
 
Audit-related fees $100  $75 

   Fiscal Year Ended 
     2012       2011   
   In Thousands 

Audit-related fees

  $309    $50  

Audit-related fees consisted primarily of reviews ofservices relating to a potential business acquisition and the Company’s Proxy Statement.


54

financing thereof.

Tax Fees

Tax fees billed for professional services rendered by them for tax compliance, tax advice and tax planning were:

         
  Fiscal Year Ended
  2010 2009
  In Thousands
 
Tax fees $61  $71 

   Fiscal Year Ended 
     2012       2011   
   In Thousands 

Tax fees

  $19    $36  

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All Other Fees

All other fees billed for products and services provided by them, other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” were:

         
  Fiscal Year Ended
  2010 2009
  In Thousands
 
All other fees $6  $9 

   Fiscal Year Ended 
   2012   2011 
   In Thousands 

All other fees

  $237    $50  

Audit fees relating to audits of the Company’s Pension Plan and Retirement Savings Plan (the “Plans”) are not included in the above amounts as they are paid out of the assets of the Pension Plan.

Plans.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Company’s Independent Auditors

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditors.

Prior to engagement of the independent auditors for the next year’s audit, management will submit an aggregate of services expected to be rendered during the year for Audit, Audit-Related, Tax and Other Fees for approval. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent auditors and management to report actual fees versus the budget periodically throughout the year by category of service. During the fiscal year, circumstances may arise when it may become necessary to engage the independent auditors for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditors.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. None of the services described above was approved by the Audit Committee under thede minimusexception provided byRule 2-01(c)(7)(i)(C) underRegulation S-X.


55

57

Other Business

As of the time this Proxy Statement was printed, the Company was unaware of any proposals to be presented for consideration at the Annual Meeting other than those set forth herein, but, if other matters do properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy pursuant to discretionary authority conferred thereby, to vote the proxy in accordance with their best judgment on such matters.

Submission of Shareholder Proposals

Shareholders who intend to have their proposals considered for inclusion in the Company’s proxy materials related to the 20122014 annual meeting of shareholders must submit their proposals to the Company no later than October 21, 2011.18, 2013. Shareholders who intend to present a proposal at the 20122014 annual meeting of shareholders without inclusion of that proposal in the Company’s proxy materials are required to provide notice of their proposal to the Company no later than January 4, 2012.1, 2014. The Company’s Proxy Statement for the 20122014 annual meeting of shareholders will grant authority to the persons named in the proxy card to exercise their voting discretion with respect to any proposal of which the Company does not receive notice by January 4, 2012.1, 2014. All proposals for inclusion in the Company’s proxy materials and notices of proposals should be sent to Chairman of the Corporate Governance & Nominating Committee,c/o Secretary, GenCorp Inc., P.O. Box 537012, Sacramento, CA95853-7012 (overnight courier — Highway 50 &2001 Aerojet Road, Rancho Cordova, CA 95742).

95742.

It is important that proxies be voted promptly; therefore, shareholders who do not expect to attend in person are urged to vote by either (a) using the toll-free telephone number shown on your proxy card, (b) casting your vote electronically at the web site listed on your proxy card, or (c) if you have requested a full set of proxy materials to be sent to you, completing, signing, dating and promptly returning the accompanying proxy card in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors,

/s/    KATHLEEN E. REDD

Vice President,

Chief Financial Officer

and Assistant Secretary

February 17, 2011

15, 2013


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EXHIBIT A

GenCorp Inc.
Amended and Restated 2009 Equity and Performance Incentive PlanGENCORP INC.

ARTICLE 1.
Establishment, Purpose, and Duration
1.1  Establishment.  GenCorp Inc., an Ohio corporation (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the 2009 Equity and Performance Incentive Plan (hereinafter referred to as the “Plan”), as set forth in this document.
The Plan permits the grant of Cash-Based Awards, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Other Stock-Based Awards.
The Plan shall become effective upon shareholder approval (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.
1.2  Purpose of the Plan.  

2013 EMPLOYEE STOCK PURCHASE PLAN

1

PURPOSE.

The purpose of thethis Plan is to promote the interestsprovide an opportunity for Employees of GenCorp Inc. (the “Corporation”) and its Designated Affiliates to purchase Common Stock of the CompanyCorporation and its shareholders by strengthening the Company’s abilitythereby to attract, motivate, and retain Employees and Directors upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend, and to providehave an additional incentive for such individuals through stock ownership and other rights that promote and recognizeto contribute to the financial success and growthprosperity of the Company and create value for shareholders.

1.3  DurationCorporation. It is the intention of the Plan.  Unless sooner terminated as provided herein,Corporation that the Plan shall terminate ten years from the Effective Date. After the Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.
ARTICLE 2.
Definitions
Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letterqualify as an “Employee Stock Purchase Plan” under Section 423 of the word shall be capitalized.
2.1  “Affiliate”shall have the meaning ascribed to such term inRule 12b-2 promulgated under the General Rules and Regulations of the Exchange Act.
2.2  “Annual Award Limit”or “Annual Award Limits” have the meaning set forth in Section 4.3.
2.3  “Award”means, individually or collectively, a grant under this Plan of Cash-Based Awards, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units or Other Stock-Based Awards, in each case subject to the terms of this Plan. Awards shall also include, if approved by the Committee, any Nonqualified Stock Options, Incentive Stock Options, or Performance Shares that could not be fully awarded under the 1999 GenCorp Inc. Equity and Performance Incentive Plan because of any numerical limit on Awards set forth thereunder.
2.4  “Beneficial Owner”or “Beneficial Ownership” shall have the meaning ascribed to such term inRule 13d-3 promulgated under the General Rules and Regulations under the Exchange Act.
2.5  “Board”or “Board of Directors” means the Board of Directors of the Company.


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2.6  “Cash-Based Award”means an Award granted to a Participant as described in Article 10.
2.7  “Change in Control”means a Change in Control as defined in Article 15.
2.8  “Code”means the Internal Revenue Code of 1986, as amended, from timealthough the Corporation makes no undertaking nor representation to time.
2.9.  “Committee”meansmaintain such qualification. In addition, this Plan document authorizes the Organization and Compensation Committeegrant of options under a non-423 Plan which do not qualify under Section 423 of the Board,Code pursuant to rules, procedures or any other committee designatedsub-plans adopted by the Board (or its designate) designed to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. The Committee shall consist of twoachieve desired tax or other objectives.

2

DEFINITIONS.

(a)

“Affiliate” shall mean any (i) Subsidiary and (ii) any other entity other than the Corporation in an unbroken chain of entities beginning with the Corporation if, at the time of the granting of the option, each of the entities, other than the last entity in the unbroken chain, owns or controls 50 percent or more of the total ownership interest in one of the other entities in such chain.

(b)

“Board” shall mean the Board of Directors of the Corporation.

(c)

“Code” shall mean the Internal Revenue Code of 1986, of the USA, as amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code.

(d)

“Code Section 423 Plan” shall mean an employee stock purchase plan which is designed to meet the requirements set forth in Code Section 423.

(e)

“Committee” shall mean the committee appointed by the Board in accordance with Section 14 of the Plan.

(f)

“Common Stock” shall mean the Common Stock of the Corporation, or any stock into which such Common Stock may be converted.

(g)

“Compensation” shall mean an Employee’s base cash compensation, commissions and shift premiums paid on account of personal services rendered by the Employee to the Corporation or a Designated Affiliate, but shall exclude payments for overtime, incentive compensation, incentive payments and bonuses, with any modifications determined by the Committee. The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis.

(h)

“Contributions” shall mean the payroll deductions (to the extent permitted under applicable local law) and other additional payments that the Corporation may allow to be made by a Participant to fund the exercise of options granted pursuant to the Plan if payroll deductions are not permitted under applicable local law.

(i)

“Corporation” shall mean GenCorp Inc., an Ohio corporation.

(j)

“Designated Affiliate” shall mean an Affiliate that has been designated by the Committee as eligible to participate in the Plan with respect to its Employees. In the event the Designated Affiliate is not a Subsidiary, it shall be designated for participation in the Non-423 Plan.

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(k)

“Employee” shall mean an individual classified as an employee (within the meaning of Code Section 3401(c) and the regulations thereunder or as otherwise determined under applicable local law) by the Corporation or a Designated Affiliate on the Corporation’s or such Designated Affiliate’s payroll records during the relevant participation period. Employees shall not include individuals whose customary employment is for not more than five (5) months in any calendar year (except those Employees in such category the exclusion of whom is not permitted under applicable local law) or individuals classified as independent contractors.

(l)

“Entry Date” shall mean the first Trading Day of the Offering Period.

(m)

“Fair Market Value” shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the New York Stock Exchange on the date of determination if that date is a Trading Day, or if the date of determination is not a Trading Day, the last market Trading Day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable.

(n)

“Non-423 Plan” shall mean an employee stock purchase plan which does not meet the requirements set forth in Code Section 423.

(o)

“Offering Period” shall mean the period of six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after January 1 and July 1, respectively. The duration and timing of Offering Periods may be changed or modified by the Committee.

(p)

“Participant” shall mean a participant in the Plan as described in Section 5 of the Plan.

(q)

“Plan” shall mean this Employee Stock Purchase Plan which includes: (i) a Code Section 423 Plan and (ii) a Non-423 Plan.

(r)

“Purchase Date” shall mean the last Trading Day of each Offering Period.

(s)

“Purchase Price” shall mean 85% of the Fair Market Value of a share of Common Stock on the Purchase Date; provided however, that the Purchase Price may be adjusted by the Committee pursuant to Section 7.4.

(t)

“Shareowner” shall mean a record holder of shares entitled to vote shares of Common Stock under the Corporation’s Code of Regulations.

(u)

“Subsidiary” shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, as described in Code Section 424(f).

(v)

“Trading Day” shall mean a day on which U.S. national stock exchanges and the national market system are open for trading.

3

ELIGIBILITY.

Any Employee regularly employed on a full-time or part-time (20 hours or more directors who are Nonemployee Directors and “Outside Directors” (as such term is defined in Section 162(m) of the Code).

2.10  “Company”means GenCorp Inc., an Ohio corporation, andper week on a regular schedule) basis, or on any successor thereto as provided in Article 18 herein.
2.11  “Consolidated Operating Earnings”means the consolidated earnings before income taxes of the Company, computed in accordance with generally accepted accounting principles, but shall exclude the effects of Extraordinary Items.
2.12  “Covered Employee”means a Participant who is a “covered employee,” as defined in Section 162(m) of the Code and the regulations promulgated under Section 162(m) of the Code, or any successor statute.
2.13  “Director”means a member of the Board of Directors of the Companyand/or any of its Affiliatesand/or Subsidiaries.
2.14  “Effective Date”has the meaning set forth in Section 1.1.
2.15  “Employee”means any employee of the Company, its Affiliatesand/or Subsidiaries.
2.16  “Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
2.17  “Extraordinary Items”means (i) extraordinary, unusualand/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting regulations or laws; or (iv) the effect of a merger or acquisition, all of which must be identified in the audited financial statements, including footnotes, or Management Discussion and Analysis section of the Company’s annual report.
2.18  “Evidence of Award”means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee which sets forth the terms and conditions of an Award. An Evidence of Award may be in any electronic medium, may be limited to a notation on the books and records of the Company and, with the approval of the Committee, need not be signed by a representative of the Company or a Participant.
2.19  “Fair Market Value”or “FMV” means the last sales price reported for the Shares on the applicable date as reported on the principal national securities exchange in the United States on which it is then traded or The NASDAQ Stock Market (if the Shares are so listed), or, if not so listed, the mean between the closing bid and asked prices of publicly traded Shares in theover-the-counter market, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation service selected by the Company, orbasis as determined by the Committee in a manner consistent with the provisionsCorporation (if required under applicable local law) for purposes of the Code. If, however,Non-423 Plan or any separate offering under the required accounting standards usedCode Section 423 Plan, by the Corporation or by any Designated Affiliate on an Entry Date shall be eligible to account for equity Awards granted to Participants are substantially modified subsequent to the Effective Date of the Plan such that fair value accounting for such Awards becomes required, the Committee shall have the ability to determine an Award’s FMV based on the relevant facts and circumstances.
2.20  “Full Value Award”means an Award other thanparticipate in the form of an Option or SAR, and which is settled by the issuance of Shares.


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2.21  “Freestanding SAR”means an SAR that is granted independently of any Options, as described in Article 7.
2.22  “Grant Price”means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.
2.23  “Incentive Stock Option”means an Option that is intended to qualify as an “incentive stock option” under Section 422 of the Code or any successor provision.
2.24  “Insider”shall mean an individual who is, on the relevant date, an officer, Director, or more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.
2.25  “Net Income”means the consolidated net income before taxes for the Plan Year, as reported in the Company’s annual report to shareholders or as otherwise reported to shareholders.
2.26  “Nonemployee Director”has the same meaning set forth inRule 16b-3 promulgated under the Exchange Act, or any successor definition adopted by the United States Securities and Exchange Commission.
2.27  “Nonqualified Stock Option”means an Option that is not intended to meet the requirements of Section 422 of the Code, or that otherwise does not meet such requirements.
2.28  “Operating Cash Flow”means cash flow from operating activities as defined in Statement of Financial Accounting Standards Number 95, Statement of Cash Flows.
2.29  “Option”means the right to purchase Shares granted to a Participant in accordance with Article 6. Options granted under this Plan may be Nonqualified Stock Options, Incentive Stock Option or a combination thereof.
2.30  “Option Price”means the price at which a Share may be purchased by a Participant pursuant to an Option.
2.31  “Other Stock-Based Award”means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.
2.32  “Participant”means any eligible person as set forth in Article 5 to whom an Award is granted.
2.33  “Performance-Based Compensation”means compensation under an Award that satisfies the requirements of Section 162(m) of the Code for deductibility of remuneration paid to Covered Employees.
2.34  “Performance Measures”means measures as described in Article 11 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.
2.35  “Performance Period”means the period of time during which the performance goals must be met in order to determine the degree of payoutand/or vesting with respect to the Offering Period commencing on such Entry Date, provided that the Committee may establish administrative rules requiring that employment commence some minimum period (e.g., one pay period) prior to an Award.
2.36  “Performance Share”meansEntry Date to be eligible to participate with respect to the Offering Period beginning on that Entry Date. The Committee may also determine that a designated group of highly compensated Employees are ineligible to participate in the Plan so long as the excluded category fits within the definition of “highly

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compensated employee” in Code Section 414(q). No Employee may participate in the Plan if immediately after an Awardoption is granted the Employee owns or is considered to a Participant, as described in Article 9.

2.37  “Performance Unit”means an Award granted to a Participant, as described in Article 9.
2.38  “Period of Restriction”means the period when Restricted Stock or Restricted Stock Units are subject to a “substantial risk of forfeiture” withinown (within the meaning of Code Section 83424(d)) shares of stock, including stock which the Code (based on the passageEmployee may purchase by conversion of time, the achievement of performance goals,convertible securities or upon the occurrence of other events as determinedunder outstanding options granted by the Committee, in its discretion), as provided in Article 8.


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2.39  “Person”shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
2.40  “Plan”means the GenCorp Inc. 2009 Equity and Performance Incentive Plan.
2.41  “Plan Year”means the Company’s fiscal year that begins December 1 and ends November 30.
2.42  “Restricted Stock”means Shares grantedCorporation, possessing five percent (5%) or sold to a Participant pursuant to Article 8 as to which the Period of Restriction has not lapsed.
2.43  “Restricted Stock Unit”means a unit granted or sold to a Participant pursuant to Article 8 as to which the Period of Restriction has not lapsed.
2.44  “Section 409A Rules”means the provisions of Section 409A of the Code and Treasury Regulations and other Internal Revenue Service guidance promulgated thereunder.
2.45  “Share”means a share of common stock of the Company, $.10 par value per share.
2.46  “Stock Appreciation Right”or “SAR” means an Award, designated as a SAR and granted pursuant to the terms of Article 7 herein.
2.47  “Subsidiary”means a corporation, company or other entity (i) more than 50 percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent (50%) of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company, except that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent (50%) of the total combined voting power represented byor value of all classes of stock issuedof the Corporation or of any of its Subsidiaries. All Employees who participate in the same offering under the Plan shall have the same rights and privileges under such offering, except for differences that may be needed to facilitate compliance with applicable local law, as determined by the Corporation and that are consistent with Code Section 423(b)(5); provided, however, that Employees participating in the Non-423 Plan by means of rules, procedures or sub-plans adopted pursuant to Section 15 need not have the same rights and privileges as Employees participating in the Code Section 423 Plan. The Board may impose restrictions on eligibility and participation of Employees who are officers and directors to facilitate compliance with federal or state securities laws or foreign laws.

If a Participant receives a hardship distribution from the Corporation’s or a Designated Affiliate’s qualified cash or deferred arrangement, such corporation.

ARTICLE 3.
Administration
3.1  General.  Participant shall cease participation in the Plan and shall be unable to resume participation in the Plan until the later of six months from the date of the hardship distribution or such later date as provided in the Corporation’s or a Designated Affiliate’s qualified cash or deferred arrangement.

4

OFFERING PERIODS.

The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after January 1 and July 1 of each year, or on such other date as the Committee shall determine, and continuing thereafter for six (6) months or until terminated pursuant to Section 13 hereof. The Committee shall have the authority to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without Shareowner approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.

5

PARTICIPATION.

5.1

An Employee who is eligible to participate in the Plan in accordance with Section 3 may become a Participant by completing and submitting, on a date prescribed by the Committee prior to an applicable Entry Date, a completed payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other authorization stating the amount of Contributions to the Plan expressed as any whole percentage up to ten percent (10%) of the eligible Employee’s Compensation and Plan enrollment form provided by the Corporation or by following an electronic or other enrollment process as prescribed by the Committee. Where applicable local law prohibits payroll deductions for the purpose of the Plan, the Corporation may permit a Participant to contribute amounts to the Plan through payment by cash, check or other means set forth in the Plan enrollment form prior to each Purchase Date of each Offering Period. An eligible Employee may authorize Contributions at the rate of any whole percentage of the Employee’s Compensation, not to exceed ten percent (10%) of the Employee’s Compensation. All payroll deductions may be held by the Corporation and commingled with its other corporate funds where administratively appropriate, except where applicable local law requires that Contributions to the Plan from Participants be segregated from the general corporate funds and/or deposited with an independent third party. No interest shall be paid or credited to the Participant with respect to such Contributions, unless required by local law. The Corporation shall maintain a separate bookkeeping account for each Participant under the Plan and the amount of each Participant’s Contributions shall be credited to such account. A Participant may not make any additional payments into such account.

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5.2

Under procedures established by the Committee, a Participant may withdraw from the Plan during an Offering Period, by completing and filing a new payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other Contribution authorization and Plan enrollment form with the Corporation or by following electronic or other procedures prescribed by the Committee, prior to the change enrollment deadline established by the Corporation. If a Participant withdraws from the Plan during an Offering Period, his or her accumulated Contributions will be refunded to the Participant without interest (unless required by local law). The Committee may, subject to the requirements applicable to qualified cash or deferred arrangements set forth in the last paragraph of Section 3 hereof, establish rules limiting the frequency with which Participants may withdraw and re-enroll in the Plan and may impose a waiting period on Participants wishing to re-enroll following withdrawal.

5.3

A Participant may change his or her rate of Contributions at any time by filing a new payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other authorization stating the amount of Contributions to the Plan expressed as any whole percentage up to ten percent (10%) of the eligible Employee’s Compensation and Plan enrollment form or by following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to change the rate of Contributions, the rate of Contributions shall continue at the originally elected rate throughout the Offering Period and future Offering Periods. In accordance with Section 423(b)(8) of the Code, the Committee may reduce a Participant’s Contributions to zero percent (0%) at any time during an Offering Period.

6

TERMINATION OF EMPLOYMENT.

In the event any Participant terminates employment with the Corporation or any of its Designated Affiliates for any reason (including death) prior to the expiration of an Offering Period, the Participant’s participation in the Plan shall terminate and all amounts credited to the Participant’s account shall be paid to the Participant or, in the case of death, to the Participant’s heirs or estate, without interest. Whether a termination of employment has occurred shall be determined by the Committee (subject to any post-employment participation period required by law). The Committee may also establish rules regarding when leaves of absence or changes of employment status will be considered to be a termination of employment, including rules regarding transfer of employment among Designated Affiliates, Affiliates and the Corporation, and the Committee may establish termination-of-employment procedures for this Plan that are independent of similar rules established under other benefit plans of the Corporation and its Affiliates.

7

OFFERING.

7.1

Subject to adjustment as set forth in Section 10, the maximum number of shares of Common Stock that may be issued pursuant to the Plan shall be 1,500,000 shares. If, on a given Purchase Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Corporation shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

7.2

Each Offering Period shall be determined by the Committee. Unless otherwise determined by the Committee, the Plan will operate with successive six (6) month Offering Periods commencing at the beginning of each fiscal year half. The Committee shall have the power to change the duration of future Offering Periods, without Shareowner approval, and without regard to the expectations of any Participants.

7.3

Each eligible Employee who has elected to participate as provided in Section 5.1 shall be granted an option to purchase that number of shares of Common Stock (not to exceed 500 shares, subject to

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adjustment under Section 10 of the Plan) which may be purchased with the Contributions accumulated on behalf of such Employee during each Offering Period at the Purchase Price specified in Section 7.4 below, subject to the additional limitation that no Employee shall be granted an option to purchase Common Stock under the Plan and all employee stock purchase plans of the Corporation and its Subsidiaries intended to be Code Section 423 plans, at a rate which exceeds U.S. twenty-five thousand dollars (U.S. $25,000) of the Fair Market Value of such Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. Notwithstanding the foregoing, stock purchase under a Non-423 Plan shall not limit the amount that a Participant may purchase under Section 7.3. For purposes of the Plan, an option is “granted” on a Participant’s Entry Date. An option will expire upon the earlier to occur of (i) the termination of a Participant’s participation in the Plan; or (ii) the termination of an Offering Period. This section shall be interpreted so as to comply with Code Section 423(b)(8). To the extent permissible under Code Section 423 and the regulations thereunder, any amounts that remain in the Participant’s Account because of a share limitation shall be carried over to the next Offering Period.

7.4

The Purchase Price under each option shall be a percentage (not less than eighty-five percent (85%)) established by the Committee (“Designated Percentage”) of the Fair Market Value of the Common Stock on the Purchase Date on which the Common Stock is purchased. The Committee may change the Designated Percentage with respect to any future Offering Period, but not below eighty-five percent (85%), and the Committee may determine with respect to any prospective Offering Period that the option price shall be the Designated Percentage of the Fair Market Value of the Common Stock on the Purchase Date.

7.5

For purposes of the Code Section 423 Plan only, and unless the Committee otherwise determines, each Designated Affiliate shall be deemed to participate in a separate offering from the Corporation or any other Designated Affiliate, provided that the terms of participation within any such offering are the same for all Participants in such offering, as determined under Code Section 423.

8

PURCHASE OF STOCK.

Upon the expiration of each Offering Period, a Participant’s option shall be exercised automatically for the purchase of that number of whole shares of Common Stock which the accumulated Contributions credited to the Participant’s account at that time shall purchase at the applicable Purchase Price. Any amounts that remain in the Participant’s Account shall be carried over to the next Offering Period. Notwithstanding the foregoing, the Corporation or its designee may make such provisions and take such action as it deems necessary or appropriate for the withholding of taxes and/or social insurance contributions which the Corporation or its Designated Affiliate is required or permitted by applicable law or regulation of any governmental authority to withhold. Each Participant, however, shall be responsible for administeringpayment of all individual tax and social insurance contribution liabilities arising under the Plan.

9

PAYMENT AND DELIVERY.

As soon as practicable after the exercise of an option, the Corporation shall deliver to the Participant a record of the Common Stock purchased and the balance of any amount of Contributions credited to the Participant’s account not used for the purchase, except as specified below. The Committee may permit or require that shares be deposited directly with a broker designated by the Committee or to a designated agent of the Corporation, and the Committee may utilize electronic or automated methods of share transfer. The shares shall be retained with such broker or agent for a thirty (30) day period of time or such longer period of time as may be required by the Committee. The Committee may establish other procedures to permit tracking of disqualifying dispositions of such shares. The Corporation shall retain the amount of payroll deductions used to purchase Common Stock as full payment for the Common Stock and the Common Stock

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shall then be fully paid and non-assessable. Except as otherwise provided herein, no Participant shall have any voting, dividend, or other Shareowner rights with respect to shares subject to any option granted under the Plan until the shares subject to the option have been purchased and delivered to the Participant as provided in this Article 3Section 9.

10

RECAPITALIZATION.

If after the grant of an option, but prior to the purchase of Common Stock under the option, there is any increase or decrease in the number of outstanding shares of Common Stock because of a stock split, stock dividend, combination or recapitalization of shares subject to options, the number of shares to be purchased pursuant to an option, the price per share of Common Stock covered by an option and the maximum number of shares specified in Section 7.1 may be appropriately adjusted by the Board, and the Board shall take any further actions which, in the exercise of its discretion, may be necessary or appropriate under the circumstances.

The Board’s determinations under this Section 10 shall be conclusive and binding on all parties.

11

MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.

In the event of the proposed liquidation or dissolution of the Corporation, the Offering Period will terminate immediately prior to the consummation of such proposed transaction, unless otherwise provided by the Board in its sole discretion, and all outstanding options shall automatically terminate and the amounts of all payroll deductions will be refunded without interest (except as may be required by applicable local law, as determined by the Corporation) to the Participants.

In the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger or consolidation of the Corporation with or into another corporation, then in the sole discretion of the Board, (1) each option shall be assumed or an equivalent option shall be substituted by the successor corporation or parent or subsidiary of such successor corporation, (2) a date established by the Board on or before the date of consummation of such merger, consolidation or sale shall be treated as a Purchase Date, and all outstanding options shall be exercised on such date, or (3) all outstanding options shall terminate and the accumulated Contributions will be refunded without interest to the Participants.

12

TRANSFERABILITY.

Options granted to Participants may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any attempted assignment, transfer, pledge, or other provisionsdisposition shall be null and void and without effect. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interests under the Plan, other than as set forth in Section 22 and as permitted by the Code, such act shall be treated as an election by the Participant to discontinue participation in the Plan pursuant to Section 5.2.

13

AMENDMENT OR TERMINATION OF THE PLAN.

13.1

The Plan shall continue until January 1, 2024 unless otherwise terminated in accordance with Section 13.2.

13.2

The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the Plan, or revise or amend it in any respect whatsoever; provided that the Plan may not be amended in any way that would cause the Plan, if such amendment were not approved by the Corporation’s shareholders, to fail to comply with (i) the requirements for employee stock purchase plans under Section 423 of the Code (except as may relate to a Non-423 Plan) or (ii) any other requirement of applicable law or regulation, unless and until shareholder approval is obtained.

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14

ADMINISTRATION.

The Board shall appoint a Committee consisting of at least two members who will serve for such period of time as the Board may specify and whom the Board may remove at any time. The Committee will have the authority and responsibility for the day-to-day administration of the Plan, the authority and responsibility specifically provided in this Plan and any additional duty, responsibility and authority delegated to the Committee by the Board, which may include any of the functions assigned to the Board in this Plan. The Committee may delegate to one or more individuals the day-to-day administration of the Plan. The actCommittee shall have full power and authority to promulgate any rules and regulations which it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements and to take all action in connection with administration of the Plan as it deems necessary or determinationadvisable, consistent with the delegation from the Board. Decisions of a majority ofthe Board and the Committee shall be the act or determination of the Committeefinal and anybinding upon all participants. Any decision reduced to writing and signed by alla majority of the members of the Committee shall be fully effective as if it had been made by a majority at a meeting of the Committee duly held. The Corporation shall pay all expenses incurred in the administration of the Plan. No Board or Committee may employ attorneys, consultants, accountants, agents,member shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

15

COMMITTEE RULES FOR FOREIGN JURISDICTIONS AND THE NON-423 PLAN.

15.1

The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of Contributions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local legal requirements.

15.2

The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations, which rules, procedures or sub-plans may be designed to be outside the scope of Code Section 423. The terms of such rules, procedures or sub-plans may take precedence over other provisions of this Plan, with the exception of Section 7.1, but unless otherwise expressly superseded by the terms of such rule, procedure or sub-plan, the provisions of this Plan shall govern the operation of the Plan. To the extent inconsistent with the requirements of Code Section 423, such rules, procedures or sub-plans shall be considered part of the Non-423 Plan, and the options granted thereunder shall not be considered to comply with Section 423.

16

SECURITIES LAWS REQUIREMENTS.

The Corporation shall not be under any obligation to issue Common Stock upon the exercise of any option unless and other persons, any of whom may be an Employee,until the Corporation has determined that: (i) it and the Committee,Participant have taken all actions required to register the Company,Common Stock under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or to perfect an exemption from the registration requirements thereof; (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed has been satisfied; and (iii) all other applicable provisions of state, federal and applicable foreign law have been satisfied.

17

GOVERNMENTAL REGULATIONS.

This Plan and the Corporation’s obligation to sell and deliver shares of its officers and Directorsstock under the Plan shall be entitledsubject to rely upon the advice, opinions, or valuationsapproval of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested persons.

3.2  Authority of the Committee.  The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Evidence of Award or other agreement or document ancillary to orgovernmental authority required in connection with the Plan or the authorization, issuance, sale, or delivery of stock hereunder.

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18

NO ENLARGEMENT OF EMPLOYEE RIGHTS.

Nothing contained in this Plan shall be deemed to determine eligibility for Awards andgive any Employee the right to adopt such rules, regulations, forms, instruments, and guidelines for administeringbe retained in the Plan asemploy or service of the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including the terms and conditions set forth in an Evidence of Award, and, subject to Article 16, adopting modifications and amendments to the PlanCorporation or any EvidenceDesignated Affiliate or to interfere with the right of Award, including without limitation,the Corporation or Designated Affiliate to discharge any that are necessary to comply withEmployee at any time.

19

GOVERNING LAW.

This Plan shall be governed by the laws of the countries and other jurisdictions in which the Company, its Affiliates,and/or its Subsidiaries operate. In the eventState of Ohio, U.S.A., without regard to that for any reason the Committee is unable to act or if the Committee at the timeState’s choice of any grant,


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law rules.

20

EFFECTIVE DATE.

Award or other acquisition under the Plan does not consist of two or more Nonemployee Directors, or if there shall be no such Committee, then theThis Plan shall be administeredeffective January 1, 2014, subject to approval of the Shareowners of the Corporation within 12 months before or after its adoption by the Board, and references herein to the Committee (exceptBoard.

21

REPORTS.

Individual accounts shall be maintained for each Participant in the proviso to this sentence)Plan. Statements of account shall be deemed to be references to the Board.

ARTICLE 4.
Shares Subject to the Plan and Maximum Awards
4.1  Number of Shares Available for Awards.
(a) Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuancegiven to Participants under the Plan (the “Share Authorization”)at least annually, which statements shall be two million (2,000,000) Shares, all of which may be Incentive Stock Options;
(b) Of the Shares reserved for issuance under Section 4.1(a) of the Plan, all of the reserved Shares may be issued pursuant to Full Value Awards.
(c) Subject to the limit set forth in Section 4.1(a) on the numberamounts of Shares that may be issued inContributions, the aggregate under the Plan, the maximum number of Shares that may be issued to each Nonemployee Director shall be two hundred thousand (200,000) Shares, and each Nonemployee Director may not receive more than one hundred fifty thousand (150,000) Shares in any Plan Year.
(d) For purposes of this Section, to the extent any SAR is settled, in whole or in part, in cash,Purchase Price, the number of shares available for issuance under this Section shall not be reduced.
4.2  Share Usage.  Shares covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under the Plan. Moreover, if the Option Price of any Option granted under the Plan or the tax withholding requirements with respect to any Award granted under the Plan are satisfied by tendering Shares to the Company (by either actual delivery or by attestation), or if an SAR is exercised, only the number of Shares issued, net of the Shares tendered, if any, will be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan and any Shares so tendered shall again be available for issuance under the Plan. The maximum number of Shares available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares or credited as additional Restricted Stock, Restricted Stock Units, Performance Shares, or Stock-Based Awards. The Shares available for issuance under the Plan may be authorized and unissued Shares, treasury Shares or a combination thereof.
4.3  Annual Award Limits.  Subject to the terms of Section 4.1 hereof and unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each an “Annual Award Limit,” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under the Plan:
(a) Options:  The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be two hundred thousand (200,000).
(b) Incentive Stock Options:  The maximum aggregate number of Shares subject to Incentive Stock Options granted under the Plan to any one Participant shall be two hundred thousand (200,000).
(c) SARs:  The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant, whether settled in cash or stock, shall be two hundred thousand (200,000).


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(d) Restricted Stock or Restricted Stock Units:  The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one Plan Year to any one Participant shall be two hundred thousand (200,000).
(e) Performance Units or Performance Shares:  The maximum aggregate Award of Performance Units or Performance Shares that any one Participant may receive in any one Plan Year shall be two hundred thousand (200,000) Shares, or equal to the value of two hundred thousand (200,000) Shares determined as of the date of vesting or payout, as applicable.
(f) Cash-Based Awards:  The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed the value of one hundred thousand dollars ($100,000) determined as of the date of vesting or payout, as applicable.
(g) Other Stock-Based Awards.  The maximum aggregate grant with respect to other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one Participant shall be one hundred thousand (100,000) Shares.
4.4  Adjustments in Authorized Shares.  In the event of any corporate event or transaction (including, but not limited to, a change in the shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under the Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under the Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.
Except as otherwise provided by Section 162(m) of the Code, the Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under the Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.
Subject to the provisions of Article 16, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with the rules under Section 422 of the Codepurchased and the Section 409A Rules, where applicable.
To the extent that any Award hereunder is one that is made solely because of a limitation on awards under the 1999 GenCorp Inc. Equity and Performance Incentive Plan such Award shall reduce on a Share for Share basis, as applicable, any limit on Shares set forth in this Section 4.
ARTICLE 5.
Eligibility and Participation
5.1  Eligibility.  Individuals eligible to participate in this Plan include all Employees and Nonemployee Directors.
5.2  Actual Participation.  Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible individuals, those to whom Awards shall be granted and shall determine, in


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its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award. In making this determination, the Committee may consider any factors it deems relevant, including without limitation, the office or position held by a Participant or the Participant’s relationship to the Company, the Participant’s degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary or Affiliate, the Participant’s length of service, promotions and potential.
ARTICLE 6.
Options
6.1  Grant of Options.  Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion.
6.2  Evidence of Award.  Each Option grant shall be evidenced by an Evidence of Award that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of the Plan.
6.3  Option Price.  The Option Price for each grant of an Option under this Plan shall be as determined by the Committee and shall be specified in the Evidence of Award. The Option Price may not be less than 100% of the Fair Market Value of the Shares on the date of grant; provided, however, that an Option granted outside the United States to a person who is anon-U.S. taxpayer may be granted with a Option Price less than the Fair Market Value of the underlying Shares on the date of grantremaining cash balance, if necessary to utilize a locally available tax advantage.
6.4  Duration of Options.  Except as otherwise provided in Section 422 of the Code, each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant and specify in the Evidence of Award; provided, however, that no Option shall be exercisable later than the seventh (7th) anniversary date of its grant. Notwithstanding the foregoing, for Options granted to Participants outside the United States who arenon-U.S. taxpayers, the Committee has the authority to grant Options that have a term greater than seven (7) years.
6.5  Exercise of Options.  Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve and specify in the Evidence of Award, which terms and restrictions need not be the same for each grant or for each Participant. The Committee may provide in the Evidence of Award for the acceleration of the vesting and exercisability of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion, in the event of a Change in Control.
6.6  Payment.  Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.
A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market); (c) by a combination of (a) and (b); or (d) any other method approved or accepted by the Committee in its sole discretion, including, without limitation, if the


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Committee so determines, (i) a cashless (broker-assisted) exercise, or (ii) a reduction in the number of Shares that would otherwise be issued by such number of Shares having in the aggregate a Fair Market Value at the time of exercise equal to the portion of the Option Price being so paid.
Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).
Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.
6.7  Restrictions on Share Transferability.  The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable and specify in the Evidence of Award, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listedand/or traded, or under any blue sky or state securities laws applicable to such Shares.
6.8  Termination of Employment.  Each Participant’s Evidence of Award shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates, its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Evidence of Award entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.
6.9  Transferability of Options.  Except as otherwise provided in a Participant’s Evidence of Award or otherwise at any time by the Committee, no Option granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or as otherwise required by law; provided that the Board or Committee may permit further transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability. Further, except as otherwise provided in a Participant’s Evidence of Award or otherwise at any time by the Committee, or unless the Board or Committee decides to permit further transferability, all Options granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant. With respect to those Options, if any, that are permitted to be transferred to another person, references in the Plan to exercise or payment of the Option Price by the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.
ARTICLE 7.
Stock Appreciation Rights
7.1  Grant of SARs.  Subject to the terms and conditions of the Plan, SARs, including Freestanding SARs, may be granted to Participants at any time and from time to time as shall be determined by the Committee.
Subject to the terms and conditions of the Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.
The Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Evidence of Award. The Grant Price may include (but not be limited to) a Grant Price based on one hundred percent (100%) of the FMV of the Shares on the date of grant, a Grant Price


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that is set at a premium to the FMV of the Shares on the date of grant, or is indexed to the FMV of the Shares on the date of grant, with the index determined by the Committee, in its discretion to the extent consistent with the Section 409A Rules.
7.2  SAR Agreement.  Each SAR Award shall be evidenced by an Evidence of Award that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.
7.3  Term of SAR.  The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Evidence of Award, no SAR shall be exercisable later than the seventh (7th) anniversary date of its grant. Notwithstanding the foregoing, for SARs granted to Participants who arenon-U.S. taxpayers, the Committee has the authority to grant SARs that have a term greater than seven (7) years.
7.4  Exercise of Freestanding SARs.  Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes and specifies in the Evidence of Award. The Committee may provide in the Evidence of Award for the earlier exercise of Freestanding SARS in the event of a Change in Control.
7.5.  Payment of SAR Amount.  Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
(a) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
(b) The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Evidence of Award pertaining to the grant of the SAR.
7.6  Termination of Employment.  Each Evidence of Award shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Evidence of Award entered into with Participants, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
7.7  Nontransferability of SARs.  Except as otherwise provided in a Participant’s Evidence of Award or otherwise at any time by the Committee, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or as otherwise required by law. Further, except as otherwise provided in a Participant’s Evidence of Award or otherwise at any time by the Committee, all SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred to another person, references in the Plan to exercise of the SAR by the Participant or payment of any amount to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.
7.8  Other Restrictions.  any. The Committee shall impose such other conditionsand/or restrictions on any Shares received upon exercise of a SAR granted pursuant toalso file the Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement thatappropriate reports with the Participant holdIRS required under Code Section 6039(a) and provide the Shares received upon exercise of a SAR for a specified period of time.


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ARTICLE 8.
Restricted Stock and Restricted Stock Units
8.1  Grant of Restricted Stock or Restricted Stock Units.  Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stockand/or Restricted Stock Unitsstatements to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall represent the right of a Participant to receive payment upon the lapse of the Period of Restriction.
8.2  Restricted Stock or Restricted Stock Unit Agreement.  Each Restricted Stockand/or Restricted Stock Unit grant shall be evidenced by an Evidence of Award that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.
8.3  Transferability.  Except as provided in this Plan or an Evidence of Award, the Shares of Restricted Stockand/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Evidence of Award (and in the case of Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee, in its sole discretion, and set forth in the Evidence of Award or otherwise at any time by the Committee. All rights with respect to the Restricted Stockand/or Restricted Stock Units granted to a Participantrequired under the Plan shall be available during his or her lifetime only to such Participant, except as otherwise provided in an Evidence of Award or at any time by the Committee.
8.4  Other Restrictions.  The Committee shall impose such other conditionsand/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions,and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.
Except with respect to a maximum of five percent (5%) of the Shares authorized inCode Section 4.1(a), or as otherwise provided in Section 8.7 hereto, any Awards of Restricted Stock or Restricted Stock Units which vest on the basis of the Participant’s continued employment with or provision of service to the Company shall not provide for vesting which is any more rapid than annual pro rata vesting over a three (3) year period and any Awards of Restricted Stock or Restricted Stock Units which vest upon the attainment of performance goals shall provide for a performance period of at least twelve (12) months. The Committee may provide in the Evidence of Award for immediate vesting of Restricted Stock or Restricted Stock Units, in whole or in part, in the event of a Change in Control.
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditionsand/or restrictions applicable to such Shares have been satisfied or lapse.
Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion shall determine.


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6039(b).

22

DESIGNATION OF BENEFICIARY FOR OWNED SHARES.

8.5  Certificate Legend.  In addition to any legends placed on certificates pursuant to Section 8.4, each certificate representing Shares of Restricted Stock granted pursuant to the Plan may bear a legend as determined by the Committee in its sole discretion.
8.6  Voting Rights.  Unless otherwise determined by the Committee and set forth in a Participant’s Evidence of Award, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
8.7  Termination of Employment.  To the extent consistent with the Section 409A Rules, each Evidence of Award shall set forth the extent to which the Participant shall have the right to retain Restricted Stockand/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Evidence of Award entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
ARTICLE 9.
Performance Units/Performance Shares
9.1  Grant of Performance Units/Performance Shares.  Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance Unitsand/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.
9.2  Value of Performance Units/Performance Shares.  Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion as described in Section 11.4 which, depending on the extent to which they are met, will determine the valueand/or number of Performance Units/Performance Shares that will be paid out to the Participant.
9.3  Earning of Performance Units/Performance Shares.  Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.
9.4  Form and Timing of Payment of Performance Units/Performance Shares.  Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Evidence of Award. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Evidence of Award pertaining to the grant of the Award.
9.5  Termination of Employment.  To the extent consistent with the Section 409A Rules and Section 162(m) of the Code, each Evidence of Award shall set forth the extent to which the Participant shall have the right to retain Performance Unitsand/or Performance Shares following termination of the


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Participant’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Evidence of Award entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
9.6  Nontransferability.  Except as otherwise provided in a Participant’s Evidence of Award or otherwise at any time by the Committee, Performance Units/Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or as otherwise required by law. Further, except as otherwise provided in a Participant’s Evidence of Award or otherwise at any time by the Committee, a Participant’s rights under the Plan shall be exercisable during his or her lifetime only by such Participant.
ARTICLE 10.
Cash-Based Awards and Other Stock-Based Awards
10.1  Grant of Cash-Based Awards.  Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine.
10.2  Other Stock-Based Awards.  The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
10.3  Value of Cash-Based and Other Stock-Based Awards.  Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may design Cash-Based Awards and Other Stock-Based Awards to qualify as Performance-Based Compensation and may design Cash-Based Awards and Other Stock-Based Awards to not qualify as Performance-Based Compensation. If the Committee exercises its discretion to establish Cash-Based Awards and Other Stock-Based Awards as Performance-Based Compensation, the numberand/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the Performance Measures are met.
10.4  Payment of Cash-Based Awards and Other Stock-Based Awards.  Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, Shares or a combination thereof, as the Committee determines.
10.5  Termination of Employment.  The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
10.6  Nontransferability.  Except as otherwise determined by the Committee, neither Cash-Based Awards nor Other Stock-Based Awards may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as


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otherwise provided by the Committee, a Participant’s rights under the Plan, if exercisable, shall be exercisable during his or her lifetime only by such Participant. With respect to those Cash-Based Awards or Other Stock-Based Awards, if any, that are permitted to be transferred to another person, references in the Plan to exercise or payment of such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.
ARTICLE 11.
Performance Measures
11.1  Performance Measures.  Unless and until the Committee proposes for shareholder vote and the shareholders approve a change in the general Performance Measures set forth in this Article 11, the performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to one or more of the following Performance Measures:
(a) Net earnings or net income (before or after taxes and interest/investments);
(b) Earnings per share;
(c) Earnings per share growth;
(d) Net sales growth;
(e) Net earnings or net income growth (before or after taxes and interest/investment);
(f) Net operating profit;
(g) Return measures (including return on assets, capital, equity, or sales);
(h) Cash flow (including operating cash flow , free cash flow, and cash flow return on capital);
(i) Earnings before or after taxes, interest, depreciation,and/or amortization;
(j) Gross or operating margins or growth thereof;
(k) Productivity ratios;
(l) Share price (including growth measures and total shareholder return);
(m) Expense targets;
(n) Operating efficiency;
(o) Customer satisfaction;
(p) Revenue or Revenue growth;
(q) Operating profit growth;
(r) Working capital targets;
(s) Economic value added;
(t) Real estate management objectives;
(u) Sale or disposition of assets; and
(v) Acquisition of key assets.
Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary,and/or Affiliate as a whole or any business unit of the Company, Subsidiary,and/or Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures


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as compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (l) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 11.
To the extent that any Award hereunder is one that is made solely because of a limitation on awards under the 1999 GenCorp Inc. Equity and Performance Incentive Plan, the Performance Measurement shall be the same as under the 1999 GenCorp Inc. Equity and Performance Incentive Plan.
11.2  Evaluation of Performance.  The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (f) acquisitions or divestitures and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Section 162(m) of the Code for deductibility.
11.3  Adjustment of Performance-Based Compensation.  The terms of Awards that are designed to qualify as Performance-Based Compensation, and that are held by Covered Employees, may not be modified, except to the extent that after such modification the Award would continue to constitute Performance-Based Compensation. The Committee shall retain the discretion to reduce the amount of any payment under an Award that is designed to qualify as Performance-Based Compensation that would otherwise be payable to a Covered Employee, either on a formula or discretionary basis or any combination, as the Committee determines.
11.4  Committee Discretion.  In the event that applicable taxand/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Section 162(m) of the Code and may base vesting on Performance Measures other than those set forth in Section 11.1.
ARTICLE 12.
Beneficiary Designation
Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the CompanyCorporation during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.


A-14

A-8

LOGO

ARTICLE 13.
Deferrals
GENCORP

GENCORP INC.

REBECCA A. BAUER

P.O. BOX 537012

SACRAMENTO, CA 95853-7012

Investor Address Line 1

Investor Address Line 2

Investor Address Line 3

1 1

1 OF 2

Investor Address Line 4

Investor Address Line 5

John Sample

1234 ANYWHERE STREET

ANY CITY, ON A1A 1A1

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the extent permitted byinstructions above to vote using the Section 409A Rules,Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the Committee may permitday before the cut-off date or require a Participantmeeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to defer such Participant’s receiptVote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

NAME

THE COMPANY NAME INC. - COMMON

THE COMPANY NAME INC. - CLASS A

THE COMPANY NAME INC. - CLASS B

THE COMPANY NAME INC. - CLASS C

THE COMPANY NAME INC. - CLASS D

THE COMPANY NAME INC. - CLASS E

THE COMPANY NAME INC. - CLASS F

THE COMPANY NAME INC. - 401 K

CONTROL # 000000000000

SHARES 123,456,789,012.12345

123,456,789,012.12345

123,456,789,012.12345

123,456,789,012.12345

123,456,789,012.12345

123,456,789,012.12345

123,456,789,012.12345

123,456,789,012.12345

PAGE 1 OF 2

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

For All Withhold All For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the paymentnominee(s) on the line below.

The Board of cash orDirectors recommends you vote

FOR the deliveryfollowing:

1. Election of Shares that would otherwise be due to such Participant by virtueDirectors

Nominees 01 Thomas A, Corcoran 02 James R. Henderson 03 Warren G. Lichtenstein 04 David A. Lorber 05 Merrill A. McPeak

06 James H. Perry 07 Scott J. Seymour 08 Martin Turchin

The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain

2 . To consider and approve the exercise2013 Employee Stock Purchase Plan.

3 . To consider and approve an advisory resolution regarding the compensation of GenCorp’s Named Executive Officers.

4 . To ratify the appointment of PricewaterhouseCoopers LLP, an Option or SAR, the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock Units, or the satisfaction of any requirements or performance goals with respect to Performance Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals, consistent with the Section 409A Rules.

ARTICLE 14.
Rights of Participants
14.1  Employment.  Nothing in the Plan or an Evidence of Award shall interfere with or limit in any way the rightindependent registered public accounting firm, as independent auditors of the Company its Affiliates,and/for the fiscal year ending November 30, 2013.

NOTE: To consider and act on such other business as may properly be brought before the meeting or its Subsidiaries, to terminate any Participant’s employmentadjournments or service onpostponements thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

SHARES CUSIP # Signature [PLEASE SIGN WITHIN BOX] Date JOB #

Signature (Joint Owners) Date

SEQUENCE # 02 0000000000

0000156274_1 R1.0.0.51160

LOGO

Important Notice Regarding the BoardAvailability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report 10-K Wrap is/are available at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continuewww.proxyvote.com.

GENCORP INC.

PROXY FOR HOLDERS OF COMMON STOCK SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Kathleen E. Redd and Christopher C. Cambria, and each of them, his or her employment or service for any specified period of time.

Neither an Award nor any benefits arising under this Plan shall constitute an employment contractproxy, with the Company, its Affiliates,and/or its Subsidiaries and, accordingly, subjectpower of substitution, to Articles 3 and 16, this Plan andvote all shares of Common Stock of GenCorp which the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company, its Affiliates,and/or its Subsidiaries.
14.2  Participation.  No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.
14.3  Rights as a Shareholder.  Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.
ARTICLE 15.
Change in Control
15.1  Change in Control.  For purposes of this Plan, a “Change in Control” shall mean the occurrence during the term of any of the following events:
(a) 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
(b) The Companyundersigned 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 generallyat the annual meeting of shareholders to be held at the Omni Berkshire Place, 21 East 52nd Street, New York, New York on March 27, 2013 at 9:00 a.m. local time, and at any adjournments or postponements thereof, and appoints the proxyholders to vote as directed below and in accordance with their sole judgment on matters incident to the conduct of the meeting and on such other matters as may properly come before the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL OF THE BOARD’S NOMINEES IN PROPOSAL 1; FOR PROPOSALS 2, 3 AND 4, AND IN ACCORDANCE WITH THE PROXYHOLDERS’ SOLE JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

Continued and to be signed on reverse side

0000156274_2 R1.0.0.51160

LOGO

.FIDELITY INVESTMENTS P.O. BOX 9112 FARMINGDALE, NY 11735

To vote by Internet

1) Read the Proxy Statement and have this card at hand.

2) Go to www.proxyvote.com

3) Follow the on-line instructions.

To vote by Telephone

1) Read the Proxy Statement and have this card at hand.

2) Call toll-free at 1-800-690-6903

3) Follow the recorded instructions.

To vote by Mail

1) Read the Proxy Statement.

2) Check the appropriate boxes on this card.

3) Sign, date and return the card in the election of directors or other capital interests of the surviving, resulting or acquiring corporation are beneficially owned (as that term is defined inRule 13-d 3 under the Exchange Act) by the shareholders of the Company immediately prior to the completion of the transaction.


A-15

enclosed envelope provided.

ARTICLE 16.
Amendment, Modification, Suspension, and Termination
16.1  Amendment, Modification, Suspension, and Termination.  Subject to Section 16.3 and 16.4, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Evidence of Award in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders, Options issued under the Plan will not be repriced, replaced, or regranted through cancellation, and no amendment of the Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule.
16.2  Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.  The Committee may make adjustments, consistent with Section 162(m) of the Code and the Section 409A Rules, in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.4 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.
16.3  Awards Previously Granted.  Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension, or modification of the Plan or an Evidence of Award shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award except as required under the tax laws.
16.4  Compliance with the Section 409A Rules.  It is the intention of the Board that the Plan comply strictly with the Section 409A Rules and the Committee shall exercise its discretion in granting Awards hereunder (and the terms of such grants), accordingly. The Plan and any grant of an Award hereunder may be amended from time to time as may be necessary or appropriate to comply with the Section 409A Rules.
ARTICLE 17.
Withholding
17.1  Tax Withholding.  The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.
17.2  Share Withholding.  With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.


A-16

ARTICLE 18.
Successors
All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the businessand/or assets of the Company.
ARTICLE 19.
General Provisions
19.1  Forfeiture Events.
(a) The Committee may specify in an Evidence of Award that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate,and/or Subsidiary, violation of material Company, Affiliate,and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates,and/or its Subsidiaries.
(b) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the persons subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.
19.2  Legend.  The certificates for Shares may include any legend, which the Committee deems appropriate in its sole discretion to reflect any restrictions on transfer of such Shares.
19.3  Gender and Number.  Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
19.4  Severability.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. To the extent that any provision of this Plan would prevent any Option that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision shall be null and void with respect to such Option. Such provision, however, shall remain in effect for other Options and there shall be no further effect on any provision of this Plan.
19.5  Requirements of Law.  The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.


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19.6  Delivery of Title.  The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:
(a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(b) Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.
19.7  Inability to Obtain Authority.  The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
19.8  Investment Representations.  The Committee may require any person receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the person is acquiring the securities for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof.
19.9  Employees Based Outside of the United States.  Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company, its Affiliates,and/or its Subsidiaries operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to:
(a) Determine which Affiliates and Subsidiaries shall be covered by the Plan;
(b) Determine which Employeesand/or Nonemployee Directors outside the United States are eligible to participate in the Plan;
(c) Modify the terms and conditions of any Award granted to Employeesand/or Nonemployee Directors outside the United States to comply with applicable foreign laws;
(d) Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 19.9 by the Committee shall be attached to this Plan document as appendices; and
(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.
Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.
19.10  Uncertificated Shares.  To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
19.11  Unfunded Plan.  Participants shall have no right, title, or interest whatsoever in or to any investments that the Company,and/or its Subsidiaries,and/or Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other person. To the extent that any person acquires a right to receive payments from the Company,and/or its Subsidiaries,and/or Affiliates under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All payments to be made hereunder shall be paid from the


A-18

general funds of the Company, a Subsidiary, or an Affiliate, as the case may be and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. The Plan is not subject to ERISA.
19.12  No Fractional Shares.  No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
19.13  Retirement and Welfare Plans.  Neither Awards made under the Plan nor Shares or cash paid pursuant to such Awards will be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a participant’s benefit.
19.14  Nonexclusivity of the Plan.  The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.
19.15  No Constraint on Corporate Action.  Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (ii) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such entity deems to be necessary or appropriate.
19.16  Governing Law.  The Plan and each Evidence of Award shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Evidence of Award, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Ohio, to resolve any and all issues that may arise out of or relate to the Plan or any related Evidence of Award.


A-19

(GRAPHIC)
VOTE BY INTERNET — www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYFor Withhold For AllTo withhold authority to vote for anyAll            All            Exceptindividual nominee(s), mark “For All Except” and write the number(s) of theThe Board of Directors recommends you votenominee(s) on the line below.FOR the following: 1.Election of DirectorsNominees 01 Thomas A, Corcoran 02 James R. Henderson 03 Warren G. Lichtenstein 04 David A. Lorber 05 James H. Perry 06 Scott J. Seymour 07 Martin Turchin 08 Robert C. WoodsThe Board of Directors recommends you vote FOR proposals 2 and 3. For            Against            Abstain 2.To approve an amendment to the GenCorp Amended and Restated 2009 Equity and Performance Incentive Plan to eliminate the limitation on the number of shares available to be issued as Full Value Awards.3.To approve an advisory resolution regarding the compensation of GenCorp’s named executive officers.The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 year 2 years 3 years            Abstain 4.To approve an advisory vote on the frequency at which GenCorp should include an advisory vote regarding the compensation of GenCorp’s named executive officers.The Board of Directors recommends you vote FOR the following proposal: For            Against            Abstain 5.Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. SHARES CUSIP # JOB # SEQUENCE # Signature [PLEASE SIGN WITHIN BOX] Date             Signature (Joint Owners) Date

(GRAPHIC)
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report, Notice & Proxy Statement is/ are available at www.proxyvote.com .GENCORP INC. PROXY FOR HOLDERS OF COMMON STOCK SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Scott J. Seymour and Kathleen E. Redd, and each of them, his or her proxy, with the power of substitution, to vote all shares of Common Stock of GenCorp which the undersigned is entitled to vote at the annual meeting of shareholders to be held at the Omni Berkshire Place, 21 East 52nd Street, New York, New York on March 30, 2011 at 9:00 a.m. local time, and at any adjournments or postponements thereof, and appoints the proxyholders to vote as directed below and in accordance with their sole judgment on matters incident to the conduct of the meeting and on such other matters as may properly come before the meeting.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL OF THE BOARD’S NOMINEES IN PROPOSAL 1; FOR PROPOSALS 2, 3 AND 5; AND FOR [1 YEAR] FOR PROPOSAL 4, AND IN ACCORDANCE WITH THE PROXYHOLDERS’ SOLE JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. Continued and to be signed on reverse side

FIDELITY INVESTMENTS
P.O. BOX 9112
FARMINGDALE, NY 11735

To Vote by Telephone
1)Read the Proxy Statement and have this card at hand.
2)Call toll-free1-800-597-7657.
3)Follow the recorded instructions.
To Vote by Internet
1)Read the Proxy Statement and have this card at hand
2)Go towww.401kproxy.com.
3)Follow the on-line instructions.
To Vote by Mail
1)Read the Proxy Statement.
2)Check the appropriate boxes on reverse side.
3)Sign, date and return the card in the enclosed envelope provided.
If you vote by Internet or Telephone,
please do not mail your card.



   999  999  999  999  99    

←

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M51889-Z59375

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

GENCORP INC.

For All Withhold All For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

1. Election of Directors

Nominees:

01) Thomas A, Corcoran 05) Merrill A. McPeak 02) James R. Henderson 06) James H. Perry 03) Warren G. Lichtenstein 07) Scott J. Seymour 04) David A. Lorber

08) Martin Turchin

For Against Abstain

2. To consider and approve the 2013 Employee Stock Purchase Plan.

3. To consider and approve an advisory resolution regarding the compensation of GenCorp’s Named Executive Officers.

4. To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending November 30, 2013.

NOTE: To consider and act on such other business as may properly be brought before the meeting or any adjournments or postponements thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date

LOGO

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Proxy Statement and Annual Report are available at www.proxyvote.com.

Please fold and detach card at perforation before mailing

M51890-Z59375

GENCORP INC.

ANNUAL MEETING OF SHAREHOLDERS–MARCH 30, 2011

SHAREHOLDERS-MARCH 27, 2013

THIS INSTRUCTION CARD IS SOLICITED BY FIDELITY MANAGEMENT TRUST COMPANY

ON BEHALF OF THE GENCORP INC. BOARD OF DIRECTORS

As a participant in the GenCorp Retirement Savings Plan, you have the right to instruct Fidelity Management Trust Company, as trustee for the plan, to vote the shares of GenCorp attributable to your plan account as you have directed at the Annual Meeting of Shareholders to be held on March 30, 2011.27, 2013. Your voting instructions will be tabulated confidentially. Only Fidelity will have access to your individual voting instructions.

Unless otherwise required by law, the shares attributable to your plan account will be voted as directed; if no direction is made, if the card is not signed, or if the card is not received by March 25, 2011,22, 2013, the shares attributable to your plan account will be voted in the same proportion as shares for which the trustee has received voting instructions.

Date, 2011


Signature(Sign in the Box)
                                         GEN 11 MM



▼ Please fold and detach card at perforation before mailing ▼
Please fill in box(es) as shown using black or blue ink or number 2 pencil.ý
PLEASE DO NOT USE FINE POINT PENS.
1.Election of directors

Nominees		FOR
ALL		WITHHOLD
ALL		FOR ALL
EXCEPT
(01) Thomas A. Corcoran(02) James R. Henderson(03) Warren G. Lichtenstein
(04) David A. Lorber
(05) James H. Perry
(06) Scott J. Seymour
(07) Martin Turchin(08) Robert C. Woodsooo
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK “FOR ALL EXCEPT” AND WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE ABOVE.
FORAGAINSTABSTAIN
2.To approve an amendment to the GenCorp Amended and Restated 2009 Equity and Performance Incentive Plan to eliminate the limitation on the number of shares available to be issued as Full Value Awards.ooo
3.To approve an advisory resolution regarding the compensation of GenCorp’s named executive officers.ooo
IF NO CHOICE IS SPECIFIED ON PROPOSAL 4, YOUR SHARES WILL BE VOTED FOR THE ONE YEAR ELECTION ON THAT PROPOSAL.
1 YEAR2 YEARS3 YEARSABSTAIN
4.To approve an advisory vote on the frequency at which GenCorp should include an advisory vote regarding the compensation of GenCorp’s named executive officers.oooo
FORAGAINSTABSTAIN
5.Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company.ooo
PLEASE SIGN AND DATE ON THE REVERSE SIDE
GEN 11 MM