Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Each year, the Board of Directors of GenCorp Inc. (the "Company" or "GenCorp"), upon the recommendation and approval of the Organization & Compensation Committee (the "Compensation Committee"), approves an annual cash incentive program for the Company's management, including the Company's named executive officers. The target annual cash bonus is intended to provide a competitive level of compensation when specific individual and/or business performance objectives are achieved.

On May 14, 2009, the Board of Directors of GenCorp unanimously approved the 2009 Annual Incentive Plan (the "Plan"). The performance objectives as outlined in the Plan include contract profit, cash flow, pre-tax earnings, awards and personal factors, as defined therein, each of which are weighted differently.

The Compensation Committee has discretion to adjust these payments. With input from the Company's Interim Chief Executive Officer and the Vice President and Chief Financial Officer, bonuses are paid based upon the Compensation Committee's assessment of both individual and Company-wide actual performance against these established performance objectives. The potential payouts under the Plan range from 0% to 200% of an individual's target bonus. Target bonuses represent a percentage of an eligible Plan participant's base salary.

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