X0306 4 2014-10-15 0000040888 GENCORP INC GY 0001217112 TURCHIN MARTIN 2001 AEROJET ROAD RANCHO CORDOVA CA 95742 1 Common Stock 2014-10-15 4 A 0 862 0 A 23113 I By Rabbi Trust Common Stock 2014-10-15 4 A 0 431 0 A 23544 I By Rabbi Trust Common Stock 70142 D Common Stock 1000 I Coulter Turchin Trust Common Stock 7500 I Martin Turchin IRA Rollover Common Stock 3000 I Peter Turchin Trust Common Stock 1000 I Tyler Turchin Trust Effective March 24, 2010, the Board of Directors approved a Director Compensation Program which allows Directors to elect to receive GenCorp common stock in lieu of their cash compensation. The number of shares of common stock shown reflects the common stock this Reporting Person is entitled to receive in lieu of his annual cash retainer fee paid quarterly Shares of common stock held by a "rabbi trust" receipt of which has been deferred by the Reporting Person pursuant to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors. Pursuant to the 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. Such restricted shares will vest on the earlier of (i) the date of the Director's retirement from the Board, and (ii) one year after the grant date. The number of shares of common stock shown reflects the grant of restricted shares. Rebecca A. Bauer as Attorney-in-Fact 2014-10-17