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Exhibit 10.1
RESTRICTED STOCK AGREEMENT
GENCORP INC.
March 1998
AGREEMENT, Made in Fairlawn, Ohio as of March 25, 1998 between GenCorp
Inc., an Ohio corporation ("Company") and the undersigned non-employee director
of the Company ("Director").
WHEREAS, the Company desires to increase Director's identification with
the interests of its shareholders and to increase Director's compensation for
service on the Board of Directors of the Company ("Board") by granting to
Director Two Hundred (200) shares of GenCorp Inc. Common Stock, $0.10 par value
per share ("Shares"), subject to the conditions and restrictions set forth in
this Restricted Stock Agreement ("Agreement").
NOW, THEREFORE, In consideration of the premises and the mutual
covenants set forth in this Agreement and for other good and valuable
consideration, the parties hereto agree as follows:
1. GRANT OF SHARES. As consideration for services to be rendered as a
member of the Board, the Company will issue in the name of the Director Two
Hundred (200) Shares which shall be subject to restrictions described below and
shall be legended as having been issued in a private transaction not registered
with the Securities and Exchange Commission.
2. ESCROW OF SHARES DURING RESTRICTION PERIOD. In aid of the
restrictions to which the Shares shall be subject pursuant to this Agreement,
the Shares shall be deposited in the name of the Director with the Shareholder
Services Department of the Company and shall be so held by the Company during
the period of Director's service on the Board ("Restriction Period").
3. SHAREHOLDER RIGHTS. Director shall, during the Restriction Period,
have the right to vote all Shares deposited hereunder and to receive all
dividends and other distributions paid with respect to such Shares.
4. AUTOMATIC DIVIDEND REINVESTMENT. As to the Shares deposited
hereunder, Director shall be automatically enrolled in GenCorp's dividend
reinvestment program, pursuant to the standard terms and conditions of
participation. Additional shares of GenCorp common stock accumulated pursuant to
the dividend reinvestment feature shall not be subject to the Restriction
Period. Director may decline to participate in such program by so indicating
below his or her signature on this Agreement.
5. ADJUSTMENTS. Shares issued pursuant to this Agreement and held by
the Company during the Restriction Period will be subject to the same
adjustment, if any, accorded to all other outstanding shares in the event of (i)
any change in the total number of shares of common stock of the Company
outstanding or the number or kind of securities into which shares have been
changed, (ii) any reorganization or change in the Company's capital structure,
or (iii) any other transaction or event having an effect similar to the
foregoing.
6. VESTING. Unless vesting is accelerated pursuant to paragraphs 7 or
10 hereof, ownership of the Shares deposited hereunder shall vest irrevocably in
the Director on March 25, 2000, subject to the other terms and restrictions of
this Agreement.
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7. Change in Control.
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(a) Notwithstanding paragraph 6 above, the ownership of the Shares
granted hereby shall automatically vest, the Restriction Period shall terminate,
all restrictions shall lapse and delivery to Director of certificate(s)
representing such Shares shall occur immediately, if at any time during the
Restriction Period a Change in Control (as defined herein) shall occur.
(b) For purposes of this Agreement, "Change in Control" shall mean the
occurrence during the term of this Agreement of any of the following events,
subject to the provisions of Section (7)(b)(vi) hereof:
(i) All or substantially all of the assets of the
Company are sold or transferred to another corporation or entity, or the Company
is merged, consolidated or reorganized into or with another corporation or
entity, with the result that upon conclusion of the transaction less than 51% of
the outstanding securities entitled to vote generally in the election of
directors or other capital interests of the acquiring corporation or entity are
owned directly or indirectly, by the shareholders of the Company generally prior
to the transaction; or
(ii) There is a report filed on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form or report), each as promulgated
pursuant to the Exchange Act, disclosing that any person (as the term "person"
is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act (a
"Person")) has become the beneficial owner (as the term "beneficial owner" is
defined under Rule 13d-3 or any successor rule or regulation promulgated under
the Exchange Act (a "Beneficial Owner")) of securities representing 20% or more
of the combined voting power of the then-outstanding voting securities of the
Company; or
(iii) The individuals who, at the beginning of any
period of two consecutive calendar years, constituted the Directors of the
Company cease for any reason to constitute at least a majority thereof unless
the nomination for election by the Company's stockholders of each new Director
of the Company was approved by a vote of at least two-thirds of the Directors of
the Company still in office who were Directors of the Company at the beginning
of any such period; or
(iv) There shall be an announcement of the intent of
any Person to commence a tender offer or exchange offer to acquire (when added
to any shares as to which such Person is the beneficial owner immediately prior
to such tender or exchange offer) beneficial ownership of 30% or more of the
combined voting power of the then-outstanding voting securities of the Company;
or
(v) The Board determines that (A) any particular
actual or proposed merger, consolidation, reorganization, sale or transfer of
assets, accumulation of shares or tender offer for shares of the Company or
other transaction or event or series of transactions or events will, or is
likely to, if carried out, result in a Change in Control falling within
Subsections (i), (ii), (iii) or (iv) and (B) it is in the best interests of the
Company and its shareholders, and will serve the intended purposes of this
Agreement, if the provisions of paragraph 7(a) of this Agreement shall thereupon
become immediately operative.
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(vi) Notwithstanding the foregoing provisions of this
Section (7)(b):
(A) If any such merger, consolidation,
reorganization, sale or transfer of assets, or tender offer or other transaction
or event or series of transactions or events mentioned in Section (7)(b)(v)
shall be abandoned, or any such accumulations of shares shall be dispersed or
otherwise resolved, the Board may, by notice to the Director, reinstate such
restrictions on transfer of Shares under this Agreement as were previously in
effect, but without prejudice to any action that may have been taken prior to
such reinstatement.
(B) Unless otherwise determined in a
specific case by the Board of Directors, a "Change in Control" shall not be
deemed to have occurred for purposes of Section (7)(b)(ii) or 7(b)(iv) solely
because (X) the Company, (Y) a Subsidiary, or (Z) any Company-sponsored employee
stock ownership plan or any other employee benefit plan of the Company or any
Subsidiary either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein) under
the Exchange Act disclosing beneficial ownership by it of shares of the
then-outstanding voting securities of the Company, whether in excess of 20% or
otherwise, or because the Company reports that a change in control of the
Company has occurred or will occur in the future by reason of such beneficial
ownership.
8. RESTRICTIONS ON TRANSFER. During the Restriction Period, the Shares
may not be sold, transferred, pledged, assigned, alienated or hypothecated, or
otherwise transferred to another person whether by operation of law or
otherwise, except by will, the laws of descent and distribution or a qualified
domestic relations order.
9. BENEFICIARY DESIGNATION. Director may designate any beneficiary or
beneficiaries (contingently or successively) to whom Shares are to be paid if
Director dies during the Restriction Period, and may at any time revoke or
change any such designation. Absent such designation, any Shares which are due
to Director under this Agreement upon Director's death will be payable to
Director's estate. The designation of a Beneficiary will be effective only when
Director has delivered a completed Designation of Beneficiary form to the
Company's Secretary. A successive designation of Beneficiary will revoke a prior
designation.
10. TERMINATION DUE TO DEATH, DISABILITY, OR RETIREMENT. If Director's
service on the Board terminates by reason of his or her death, disability or
retirement under the Non-Employee Directors' Retirement Plan, Shares not already
vested, if any, shall automatically vest, the Restriction Period shall terminate
and all restrictions shall lapse.
11. TERMINATION DUE TO OTHER REASONS. If Director's service on the
Board terminates for any reason other than a reason set forth in paragraphs 7 or
10 above, Shares which have not vested prior to such date of termination will be
forfeited and cancelled as of such date. Notwithstanding the foregoing, by a
majority vote of the directors then in office (with the terminating director
abstaining), the Board shall have the right, in its sole discretion, to waive
the forfeiture of all or any portion of such Shares subject to such terms as it
deems appropriate.
12. DISPUTES. The Board shall have full and exclusive authority to
determine all disputes and controversies concerning the interpretation of this
Agreement by a majority vote of the directors then in office (with any disputing
director abstaining).
13. NOTICES. All written notices and communications directed to the
Company pursuant to this Agreement must be addressed to GenCorp Inc., ▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; Attention: Secretary. All communications
directed to Director pursuant to this Agreement will be mailed to the Director's
current address as recorded on the payroll records of the Company.
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14. GOVERNING LAW. To the extent not preempted by federal law, this
Agreement will be governed by and interpreted in accordance with the laws of the
State of Ohio.
IN WITNESS WHEREOF, this Agreement has been executed by a duly
authorized officer of the Company and by the Director as of the 25th day of
March, 1998.
GENCORP INC.
By:
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▇. ▇. ▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
Agreed to and accepted:
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Director Signature*
TO OPT OUT OF PARTICIPATION IN THE COMPANY'S DIVIDEND REINVESTMENT PROGRAM,
INITIAL THE STATEMENT BELOW:
I DO NOT ELECT TO PARTICIPATE IN THE DIVIDEND REINVESTMENT PROGRAM
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*Sign and return one copy by May 1, 1998 to GenCorp Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; Attention: Secretary.