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EXHIBIT I
[GENCORP LOGO] 000 Xxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
XXXXXX X. XXXXXX Tel: 000-000-0000
Senior Vice President Fax: 000-000-0000
Human Resources
February 23, 1999
[Employee Name
and
Address]
RE: Key Employee Retention Letter Agreement
Dear _____:
As you are aware, GenCorp Inc. ("GenCorp") has announced a plan to
"spin-off" its Performance Chemicals and Decorative & Building Products
Divisions during the current 1999 fiscal year. For this spinoff plan to succeed,
GenCorp, including its operating business units (the "Company"), must continue
to meet established performance expectations. Your leadership is an important
part of achieving these expectations.
At the same time, GenCorp recognizes that the spinoff plan may create
some uncertainty for you about your future, while the need for your continuing
commitment and undivided attention to management of the Company is more
essential than ever.
Accordingly, GenCorp has adopted, and designated you as one of a select
number of leaders eligible for benefits under, the 1999 GenCorp Key Employee
Retention Plan (the "Plan"), a copy of which accompanies this Letter Agreement
and is incorporated herein by reference. The purpose of this Plan is to provide
key designated GenCorp employees with certain Retention Benefits in order to
assure their continued employment and dedication to the Company.
As set forth in the attached Plan, there are several conditions you
must fulfill in order to be eligible for Retention Benefits. First and foremost,
you must continue to satisfactorily perform the duties of your current position,
or those of any comparable position to which you may be assigned by the Company.
This performance commitment includes the flawless execution of the spinoff plan,
in accordance with the established timetable. Additional eligibility
requirements are set forth in Article 2 of the Plan.
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February 23, 1999
[Employee Name]
Page 2
If the proposed spinoff is cancelled, or does not occur before February
1, 2000, you will still be eligible for a benefit payment equal to a pro-rata
share of the amount due on February 1, 2000. This pro-rata payment will be made
within thirty (30) days after the proposed spinoff is formally cancelled.
If your employment with the Company is involuntarily terminated for
other than cause, all unpaid Retention Benefits will be paid within thirty (30)
days of employment termination.
Once accepted and signed by you, this Letter Agreement will constitute
the agreement of GenCorp to provide you Retention Benefits under the Plan, as
described below.
I. RETENTION BENEFITS
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(a) Retention Benefit Amounts:
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Subject to the terms of the Plan, you are eligible
for the following Retention Benefits:
AMOUNT PAYMENT DATE
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$______ Feb. 1, 2000
$______ Feb. 1, 2001
$[Total]
(b) ACTIVE EMPLOYMENT ON PAYMENT DATE:
Pursuant to the Plan, you must be actively employed
by the Company on the designated Payment Date in order to
receive Retention Benefits (subject to the relief provisions
if involuntary employment termination for other than cause
occurs). Benefits will be paid, in cash, on or about the
designated Payment Date, subject to normal tax withholding.
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[Employee Name] February 23, 1999
Page 3
II. PERFORMANCE EXPECTATIONS
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As stated, the Plan also requires that you continue to satisfactorily
perform your assigned responsibilities and work diligently to implement the
proposed spinoff, which includes meeting the following Performance Expectations:
(a) You must provide your full cooperation and support to the
entire spinoff process; and
(b) The spinoff must occur before December 1, 1999.
I am confident that you can meet these Performance Expectations and
successfully conclude the spinoff of the Performance Chemical and Decorative &
Building Products Divisions.
In order to be eligible for the Retention Benefits described above,
please indicate your acceptance of all terms and conditions of the Plan and this
Letter Agreement by signing below and returning this Letter Agreement to me
within ten (10) business days of the date of this Letter Agreement.
Sincerely,
GenCorp, Inc.
By:
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Xxxxxx X. Xxxxxx
Senior Vice President
Human Resources
Accepted and Agreed:
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[Employee Name]
Date:
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