AJRD Aerojet Rocketdyne Holdings Inc

Payment in 2021 of annual cash incentive awards under the 2021 Short-Term Incentive Plan (“2021 STIP”) at 5% below the forecasted performance level for each of the Company’s named executive officers (other than its Executive Chairman), with any remaining amount earned under the 2021 STIP to be certified by the Compensation Committee and paid in 2022;

The grants in 2021 to Ms. Drake, Mr. Boehle, Ms. Gowder and Mr. Kampani of the 2022 Long-Term Incentive Plan (“2022 LTIP”) awards, in the form of restricted stock unit awards (other than Mr. Boehle who received equivalent restricted stock awards, on which the Company will permit share withholding in connection with any timely Code Section 83(b) election related thereto) in the amount and subject to the vesting criteria described in more detail below;

Accelerated vesting in 2021 of that portion of any outstanding, time-based equity awards held by Ms. Gowder (other than her 2022 LTIP award) that were otherwise scheduled to vest based solely upon continued employment in the calendar year 2022, 2023 and 2024;

Accelerated vesting in 2021 of that portion of any outstanding, time-based equity awards held by Mr. Boehle (other than his 2022 LTIP award) that were otherwise scheduled to vest based solely upon continued employment in the calendar year 2022 and 2023;

Accelerated vesting in 2021 of one-third of the performance-based grants from the 2020 Long-Term Incentive Program (the “2020 LTIP”) at the 200% payout level for Ms. Gowder;

Accelerated vesting in 2021 of the performance-based grants from the 2020 LTIP at the 200% payout level for Mr. Boehle; and

Accelerated vesting in 2021 of performance-based grants from the 2019 Long-Term Incentive Program (the “2019 LTIP”) at 175% payout level for Mr. Boehle, with any remaining amount earned under the 2019 STIP to be certified by the Compensation Committee and paid in 2022.

2022 base salaries to be effective January 8, 2022;

2022 Short-Term Incentive Plan (“2022 STIP”), annual cash incentive award plan design, metrics and participation. The potential payouts range from 0% to 200% of an individual’s target incentive. Target incentives represent a percentage of an eligible participant’s base salary. The Compensation Committee has discretion to adjust these payments; and

2022 LTIP design, metrics and related grants. The 2022 LTIP consists of awards pursuant to the Aerojet Rocketdyne Holdings, Inc. 2019 Equity and Performance Incentive Plan of (i) restricted stock units (other than restricted stock awarded to Mr. Boehle) that will vest in 2025 subject to the Compensation Committee’s determination of the Company’s performance during the fiscal years 2022 through 2024, ranging from 0% to 200% times the participant’s 2022 LTIP target percentage and including pre-established Company performance objectives such as EBITDAP and Return on Invested Capital, and (ii) service-based restricted stock units that vest as to one-third of the award in regular increments over the term of the grant.