X0306 4 2014-10-15 0000040888 GENCORP INC GY 0001358538 Lorber David A 2001 AEROJET ROAD RANCHO CORDOVA CA 95742 1 Common Stock 2014-10-15 4 A 0 862 0 A 117250 D Common Stock 2014-10-15 4 A 0 431 0 A 117681 D Effective March 24, 2010, the Board of Directors approved a Director Compensation Program which allows Directors to receive GenCorp common stock in lieu of their cash compensation. The number of shares of common stock shown reflects the common stock received by this Reporting Person in lieu of his annual cash retainer fee paid quarterly. 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