Amendment to the Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and Subsidiaries

Summary

This amendment updates the Benefits Restoration Plan for salaried employees of GenCorp Inc. and certain subsidiaries. Effective October 6, 2009, it revises the definition of 'Change in Control' to clarify when a significant acquisition of company assets or a merger results in a change in company ownership. All other terms of the plan remain unchanged and in effect.

EX-10.5 6 f53689exv10w5.htm EX-10.5 exv10w5

Exhibit 10.5

ATTACHMENT B

AMENDMENT TO THE
BENEFITS RESTORATION PLAN FOR SALARIED EMPLOYEES
OF GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES (the “Plan”)

In accordance with Section 5.1 of the Plan, the Plan shall be amended, effective as of the dates hereinafter set forth to read as follows:

1. Section 1(x) of the Plan shall be deleted in its entirety as of October 6, 2009, and the following shall be substituted therefor:

“(x) ‘Change in Control means the occurrence of any of the following events:

	(i)		All or substantially all (meaning having a total gross fair market value at least equal to 50.1% of the total gross fair market value of all of the Company’s assets immediately before such acquisition or acquisitions) of the assets of the Company are acquired by a Person (during a twelve month period ending on the date of the most recent acquisition by such person); or

	(ii)		the Company is merged, consolidated or reorganized into or with another corporation or entity during a twelve-month period with the result that upon the conclusion of the transaction less than 50.1% of the outstanding securities entitled to vote generally in the election of directors or other capital interests of the surviving, resulting or acquiring corporation are beneficially owned (as that term is defined in Rule 13-d 3 under the Exchange Act) by the shareholders of the Company immediately prior to the completion of the transaction.”

2. As hereby amended, the Plan shall continue in full force and effect.