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EXHIBIT 10.1
RESTRICTED STOCK AGREEMENT
GENCORP INC.
March 1997
AGREEMENT, Made in Fairlawn, Ohio as of March 26, 1997 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 Automatic
Dividend Reinvestment Service ("Service"), pursuant to the standard terms and
conditions of participation. Additional shares of GenCorp common stock
accumulated pursuant to the dividend
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reinvestment feature shall be freely transferable, subject to the terms and
conditions of the Service. Director may decline to participate in such Service
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 paragraph 9
hereof, ownership of the Shares deposited hereunder shall vest irrevocably in
the Director, March 26, 1999, subject to the other terms and restrictions of
this Agreement.
7. 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.
8. 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.
9. 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.
10. TERMINATION DUE TO OTHER REASONS. If Director's service on the
Board terminates for any reason other than a reason set forth in paragraph 9
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.
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11. 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).
12. 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.
13. 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 26th day of
March, 1997.
GENCORP INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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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 AUTOMATIC DIVIDEND REINVESTMENT
SERVICE, INITIAL THE STATEMENT BELOW:
____ I DO NOT ELECT TO PARTICIPATE IN THE AUTOMATIC DIVIDEND REINVESTMENT
SERVICE
*Sign and return one copy by May 1, 1997 to GenCorp Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; Attention: Secretary.