Aerojet Rocketdyne Holdings, Inc. (NYSE:GY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

In connection with the previously announced transition of
Kathleen E. Redd, the Vice President, Chief Financial Officer and
Assistant Secretary of Aerojet Rocketdyne Holdings, Inc. (the
Company), on December 20, 2016, the Company and Ms. Redd entered
into a Transition and General Release Agreement (the Transition
Agreement) attached hereto as Exhibit 10.1. Under the terms of
the Transition Agreement, Ms. Redd will serve as Vice President,
Chief Financial Officer and Assistant Secretary (Transitioning)
for the Company until the later of March 1, 2017 or the filing of
the Companys 2016 Annual Report on Form 10-K (which shall occur
no later than April 30, 2017) (the Transition Period) to, among
other things, support the transition to the new Chief Financial
Officer. The Company will continue to pay Ms. Redds salary during
the Transition Period and she will continue to be enrolled in the
same Company insurance benefits in which she participated as of
November 7, 2016. Ms. Redds 2013 time based equity award under
the Companys 2009 Long-term Incentive Plan (LTIP) will vest
according to plan terms and on schedule. Unless previously
vested, the vesting of Ms. Redds 2014 time based equity award
granted under the LTIP will be accelerated to vest on the last
day of the Transition Period. Ms. Redd will remain eligible for
payment under the Companys 2016 Short Term Incentive Plan (STIP),
which would be paid at the same time as STIP payments are paid to
the Companys executives generally. Unless previously vested, Ms.
Redds 2014 performance based equity award under the LTIP will
vest at the same time that the Company approves and authorizes
vesting to those eligible under the LTIP even if this occurs
after the end of the Transition Period. Ms. Redd will not be
eligible for any other incentive pay, bonus or other form of
compensation in relation to services she performs during the
Transition Period.

If Ms. Redd re-executes the Transition Agreement within 21
calendar days of the conclusion of the Transition Period, (i) her
2015 and 2016 equity grants under the Companys LTIP will vest,
(ii) she will receive a separation pay of $165,059.23
representing 20 weeks of pay, in the form of a lump sum payment,
minus applicable deductions and withholdings, (iii) she will
continue to participate, without any required deductions, in the
Companys benefits plans in which she is enrolled prior to the end
of the Transition Period to the end of the month following 180
calendar days from the last day of the Transition Period and (iv)
she will remain eligible for a pro-rated portion of her award
under the Companys 2017 STIP, which would be paid at the same
time as STIP payments are paid to the Companys executives
generally.

The Termination Agreement also provides for non-disparagement,
confidentiality, non-solicitation, non-competition, cooperation,
a general release of claims, as well as other customary
provisions.

Ms. Redd has the right to revoke the Termination Agreement for a
period of up to seven (7) calendar days following the date she
signed the Termination Agreement. The Termination Agreement will
become effective on the eighth (8th) day after the date Ms. Redd
signed it.

The foregoing description of the Transition Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Transition Agreement, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.

About Aerojet Rocketdyne Holdings, Inc. (NYSE:GY)

Aerojet Rocketdyne Holdings, Inc., formerly GenCorp, Inc., is a manufacturer of aerospace and defense products and systems. The Company develops and manufactures propulsion systems for defense and space applications, and armaments for precision tactical and long-range weapon systems applications. The Company operates in two segments: Aerospace and Defense, and Real Estate. The Aerospace and Defense segment consists of the operations of Aerojet Rocketdyne, Inc., which is a technology-based designer, developer and manufacturer of aerospace and defense products and systems for the United States government, including the Department of Defense, National Aeronautics and Space Administration, aerospace and defense prime contractors, as well as portions of the commercial sector. The Real Estate segment includes the activities of its subsidiary Easton Development Company, LLC, which is engaged in activities related to the re-zoning, entitlement, sale and leasing of excess real estate assets.

Aerojet Rocketdyne Holdings, Inc. (NYSE:GY) Recent Trading Information

Aerojet Rocketdyne Holdings, Inc. (NYSE:GY) closed its last trading session at 20.80 with shares trading hands.