0000950152-05-001227 Sample Contracts

GENCORP INC. 1999 EQUITY AND PERFORMANCE INCENTIVE PLAN Stock Appreciation Rights Agreement
Equity and Performance Incentive Plan • February 14th, 2005 • Gencorp Inc • Fabricated rubber products, nec • Ohio

WHEREAS, the grant of a stock appreciation right to the Rights Holder has been duly authorized by a resolution of the Organization & Compensation Committee (the “Committee”) of the Board of Directors or, if applicable, by the Board of Directors (the “Board”) of the Company effective as of ___(the “Date of Grant”).

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GENCORP INC. 1999 EQUITY AND PERFORMANCE INCENTIVE PLAN Restricted Stock Agreement
Equity and Performance Incentive Plan • February 14th, 2005 • Gencorp Inc • Fabricated rubber products, nec • Ohio

WHEREAS, the execution of a restricted stock agreement in the form hereof (the “Agreement”) has been authorized by a resolution of the Board of Directors (the “Board”) of the Company duly adopted on ___, ___;

GENCORP INC. 1999 EQUITY AND PERFORMANCE INCENTIVE PLAN Stock Appreciation Rights Agreement
Equity and Performance Incentive Plan • February 14th, 2005 • Gencorp Inc • Fabricated rubber products, nec • Ohio

WHEREAS, the grant of a stock appreciation rights to the Rights Holder has been duly authorized by a resolution of the Corporate Governance and Environmental/Government Issues Committee (the “Committee”) of the Board of Directors and by the Board of Directors (the “Board”) of the Company effective as of ___(the “Date of Grant”).

GENCORP INC. 1999 EQUITY AND PERFORMANCE INCENTIVE PLAN Restricted Stock Agreement
Equity and Performance Incentive Plan • February 14th, 2005 • Gencorp Inc • Fabricated rubber products, nec • Ohio

WHEREAS, the execution of a restricted stock agreement in the form hereof (the “Agreement”) has been authorized by a resolution of the Organization and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company duly adopted on _________,___ 200_;

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