Exhibit 10.11
AGREEMENT
AGREEMENT, dated December 29, 1998, among GP Strategies Corporation, a
Delaware corporation with an address at 0 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx
Xxxx, Xxx Xxxx 00000 (the "Company"), Xxxxxx X. Xxxxxxx with an address at 000
Xxxx Xxxxxx Xxxx, Xxxxxxx Xxxxx, Xxx Xxxx 00000 ("Xxxxxxx"), and Xxxxxx X.
Xxxxxx with an address at 00 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000
("Xxxxxx").
WHEREAS, Xxxxxx is a founder, and since 1959 has been Executive Vice
President, Treasurer, and a Director, of the Company; and
WHEREAS, Xxxxxx is employed by the Company pursuant to an Employment
Agreement, dated May 19, 1995, as amended, between the Company and Xxxxxx (the
"Employment Agreement"); and
WHEREAS, Xxxxxx holds certain options (the "Xxxxxx Options") to purchase
shares of the Class B Capital Stock, par value $.01 per share (the "Class B
Capital Stock"), of the Company, including (i) options to purchase 100,000
shares of Class B Capital Stock which are exercisable at a price of $9.00 per
share and expire in December 1998 (the "First Exchanged Xxxxxx Options") and
(ii) options to purchase 93,750 shares of Class B Capital Stock which are
exercisable at a price of $9.00 per share and expire in June 1999 (the "Second
Exchanged Xxxxxx Options" and, collectively with the First Exchanged Xxxxxx
Options, the "Exchanged Xxxxxx Options"), all as more particularly identified on
Schedule A hereto; and
WHEREAS, Xxxxxxx holds certain options (the "Xxxxxxx Options") to purchase
shares of the Common Stock, par value $.01 per share (the "Common Stock" and,
together with the Class B Capital Stock, the "Company Stock"), of the Company,
as more particularly identified on Schedule B hereto; and
WHEREAS, Xxxxxx wishes to retire from the Company and, in connection
therewith, the parties hereto desire to provide for the disposition of the
Exchanged Xxxxxx Options and for certain related matters;
NOW, THEREFORE, it is hereby agreed as follows:
13
1. The Employment Agreement shall remain in effect, subject to the terms
of this Agreement, until the scheduled expiration of its term. The parties
confirm that such term shall expire on May 31, 1999. Xxxxxx agrees that from the
date hereof the sole obligation of the Company under the Employment Agreement
is, during the period from the date hereof to the earlier of May 31, 1999 and
the date of Xxxxxx'x death, to (a) pay his salary on the same basis as it is
paid on the date hereof and (b) continue his benefits as provided in Section 5
of the Employment Agreement (subject, in the case of the benefits described in
Section 5(e) of the Employment Agreement, to the provisions of the Consulting
Agreement (as defined below)), which obligation shall be unconditional
irrespective of any action or inaction of Xxxxxx or the Company except that the
Company (by not less than 10 days notice to Xxxxxx) may terminate such
obligation if Xxxxxx shall be convicted of a crime involving moral turpitude,
shall commit any act involving dishonesty, disloyalty, or fraud with respect to
the Company, or shall be grossly negligent or engage in willful misconduct with
respect to the Company.
2. On the date hereof, Xxxxxx and the Company are entering into a
consulting and severance agreement (the "Consulting Agreement"), in the form
attached hereto as Exhibit A.
3. Each Permitted Xxxxxx Stockholder (as hereinafter defined) agrees that,
until May 31, 2004, he will vote or (if requested by the Company) execute a
written consent, with respect to all voting shares of the Company beneficially
owned by him, on any matter in accordance with the recommendation of the
Company's Board of Directors; provided, that this voting agreement shall be
effective only during any period commencing on the date any person or group
commences or enters into, or publicly announces an intention to commence or
enter into, and ending on the date such person abandons, a tender offer, proxy
fight, or other transaction that may result in a change in control of the
Company. The Company shall give the Xxxxxx Designated Holder (as hereinafter
defined) prompt written notice of the commencement and end of any period during
which the foregoing voting agreement is in effect. For purposes of the
foregoing, a "change in control" shall have the meaning of such term as used in
Form 8-K promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In furtherance
of the foregoing, and until May 31, 2004, each Permitted Xxxxxx Stockholder
hereby grants to any officer of the Company designated by the Board of Directors
a power of attorney and a proxy, each of which shall be irrevocable and coupled
with an interest, to vote or execute a written consent with respect to all such
shares at any time when the voting agreement provided hereunder is in effect,
and further agrees at the request of the Company to extend or renew such power
and proxy if the same shall expire pursuant to applicable law prior to May 31,
2004.
4. The expiration date of the First Exchanged Xxxxxx Options is hereby
amended to be January 31, 1999.
5. On January 4, 1999, or such earlier date as Xxxxxx and Xxxxxxx may
agree (the "Exchange Date"):
(a) Xxxxxx will deliver to Xxxxxxx the Exchanged Xxxxxx Options,
together with the original stock option agreements representing the
Exchanged Xxxxxx Options and option transfer powers with respect thereto.
(b) In consideration for the Exchanged Xxxxxx Options, Xxxxxxx will
deliver to Xxxxxx:
(i) A portion of the Xxxxxxx Options, identified as provided
below (the "Exchanged Xxxxxxx Options"), together with the original
stock option agreements representing the Exchanged Xxxxxxx Options
and option transfer powers with respect thereto, and
(ii) a number of shares (the "Exchanged Shares") of Common
Stock equal (to the nearest lesser whole number) to $387,500 divided
by the Average Closing Price (as hereinafter defined) on the
Exchange Date, together with the original stock certificates
representing the Exchanged Shares and stock powers with respect
thereto.
(c) The Exchanged Xxxxxxx Options shall be those Xxxxxxx Options
with the earliest expiration dates which have an aggregate Spread (as
hereinafter defined) on the Exchange Date equal to the aggregate Spread on
the Exchange Date of the Exchanged Xxxxxx Options.
(d) The "Spread" of any option on any date shall mean an amount
equal to the number of shares of Common Stock or Class B Capital Stock
subject to such option multiplied by the excess of the Average Closing
Price on such date over the exercise price per share of such option.
(e) The "Average Closing Price" on any date shall mean the average
of the closing sales prices of the Common Stock over the seven trading
days prior to such date.
6. If either Xxxxxxx or Xxxxxx shall breach his obligations to consummate
the exchange contemplated by Section 5, the other party, in addition to any
other remedies, shall have the right to terminate this Agreement by notice to
the breaching party. In such event, if Xxxxxx is the breaching party, (a) the
Consulting Agreement shall be terminated and void as if never entered into and
(b) the Employment Agreement shall be reinstated in full and the provisions of
Section 1 hereof shall be of no force or effect.
7. All Xxxxxx Options and Xxxxxxx Options other than the Exchanged Xxxxxx
Options and Exchanged Xxxxxxx Options shall remain in effect, subject to their
terms as currently in effect. Until the Exchange Date, Xxxxxx agrees not to
exercise any of the Exchanged Xxxxxx Options, provided that the Company and
Xxxxxxx comply with their obligations hereunder; and, until the Exchange Date,
Xxxxxxx agrees not to exercise any of the Xxxxxxx Options, provided Xxxxxx
complies with his obligations hereunder.
8. The Company hereby consents to the exchange of Exchanged Xxxxxx Options
for Exchanged Xxxxxxx Options and Exchanged Shares, and represents and warrants
that it has taken all such other action (including any amendments to its Stock
Option Plan) as is necessary to permit such exchange. The Company will promptly
issue a new option agreement, in Xxxxxxx'x or Xxxxxx'x name, as the case may be,
representing the Exchanged Xxxxxx Options or Exchanged Xxxxxxx Options delivered
to him.
9. The Company and Xxxxxx hereby agree that any Exchanged Xxxxxxx Options,
upon delivery to Xxxxxx in accordance with this Agreement, will be, and
(provided Xxxxxx complies with his obligations hereunder) the options (the
"Amended Options") held by Xxxxxx to purchase 122,167 shares of Common Stock
which expire on June 14, 1999 and December 31, 1999 are (in each case, without
any further action by any party), deemed amended to permit a "cashless" exercise
as follows:
(a) Xxxxxx may make a cashless exercise of any Exchanged Xxxxxxx
Option or Amended Option by giving notice (the "Cashless Exercise Notice")
to the Company on or after the Exchange Date and prior to the expiration
date of such Exchanged Xxxxxxx Option or Amended Option of a cashless
exercise pursuant to this Section 9.
(b) If Xxxxxx gives a Cashless Exercise Notice with respect to any
Exchanged Xxxxxxx Options or Amended Options, then, in settlement of such
Exchanged Xxxxxxx Options or Amended Options, the Company, as promptly as
practicable after the date on which such Cashless Exercise Notice is given
(the "Cashless Exercise Date"), shall deliver to Xxxxxx a certificate or
certificates for a number of shares of Common Stock (determined to the
nearest lesser whole share) having a market value (based on the Average
Closing Price on the Cashless Exercise Date) equal to the aggregate Spread
of such Exchanged Xxxxxxx Options or Amended Options on the Cashless
Exercise Date.
10.(a) Xxxxxx represents that he is acquiring or will acquire the
Exchanged Shares, any shares of Common Stock issued on exercise or cashless
exercise of Exchanged Xxxxxxx Options or Amended Options, and the shares of
Common Stock to be issued to him pursuant to the Consulting Agreement
(collectively, the "Xxxxxx Shares"), for his own account, for investment and not
with a view to the distribution or resale thereof, and that he understands that
he may not sell or otherwise dispose of Xxxxxx Shares in the absence of either a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or an exemption from the registration provisions of the
Securities Act; and he agrees that the certificates representing the Xxxxxx
Shares may contain a legend to the foregoing effect.
(b) Xxxxxxx represents that he will acquire any shares of Class B Capital
Stock issued on exercise of Exchanged Xxxxxx Options for his own account, for
investment and not with a view to the distribution or resale thereof, and that
he understands that he may not sell or otherwise dispose of such shares in the
absence of either a registration statement under the Securities Act or an
exemption from the registration provisions of the Securities Act; and he agrees
that the certificates representing such shares may contain a legend to the
foregoing effect.
11. As promptly as practicable after the date any Xxxxxx Shares are issued
or transferred to Xxxxxx, the Company shall file a registration statement on
Form S-3 covering the resale by Xxxxxx of the Xxxxxx Shares, and shall use its
reasonable best efforts to have such registration statement declared effective
as promptly as practicable thereafter and to maintain the effectiveness of such
registration statement until the earlier of the disposition by Xxxxxx of the
Xxxxxx Shares registered thereunder or the date on which Xxxxxx is eligible to
sell any Xxxxxx Shares registered thereunder still held by him pursuant to Rule
144(k) under the Securities Act (or any successor rule). The Company will file
the registration statement relating to Xxxxxx Shares issued or transferred to
Xxxxxx on the Exchange Date not later than 20 business days after the Exchange
Date. The Company shall pay all expenses of each such registration statement;
provided, that Xxxxxx shall be responsible for any brokerage or underwriting
fees or commissions and any counsel or advisors representing him. Xxxxxx will
give the Company notice at least five business days prior to any sale of Xxxxxx
Shares and will sell all Xxxxxx Shares in an orderly manner so as to minimize
any disruption of the trading market caused by such sales.
12.(a) Each of Xxxxxx and Xxxxxxx hereby waives any rights of first
refusal he may have under the agreement, dated March 26, 1986, between them (the
"First Refusal Agreement"), or otherwise, with respect to the transactions
contemplated by this Agreement. Xxxxxx hereby waives any rights of first refusal
he may have, under the First Refusal Agreement or otherwise, with respect to any
future transactions by Xxxxxxx or his successors in the Class B Capital Stock or
options to acquire Class B Capital Stock ("Class B Options").
(b)(i) If, at any time or from time to time, any Permitted Xxxxxx
Stockholder shall propose to Dispose Of any Subject Securities other than
pursuant to (A) the exchange with Xxxxxxx contemplated by this Agreement, (B)
Section 12(b)(ii), or (C) the conversion of Subject Securities into Common
Stock, such Permitted Xxxxxx Stockholder shall give notice (a "Sale Notice") of
such proposed Disposition to the Xxxxxxx Designated Holder describing the
proposed Disposition, accompanied by a copy of a bona fide written offer for the
purchase, for Permitted Consideration, of the Subject Securities proposed to be
Disposed Of. The Xxxxxxx Designated Holder shall have the right, by giving
notice (a "Call Notice") to such Permitted Xxxxxx Stockholder within 30 days of
the Sale Notice, to purchase and/or cause the other Permitted Xxxxxxx
Stockholders to purchase, on the terms and on the conditions described in the
Sale Notice (subject to the provisions of this Section 12(b)), any or all of the
Subject Securities such Permitted Xxxxxx Stockholder proposed to Dispose Of as
described in the Sale Notice. If the Xxxxxxx Designated Holder gives a Call
Notice, a closing of such purchase shall take place at such time, not later than
10 days after the date of the Call Notice, determined by the Xxxxxxx Designated
Holder and reasonably convenient to the Permitted Xxxxxx Stockholder. If the
Xxxxxxx Designated Holder does not give a Call Notice or gives a Call Notice to
purchase less than all of the Subject Securities such Permitted Xxxxxx
Stockholder proposed to Dispose Of as described in the Sale Notice, such
Permitted Xxxxxx Stockholder may sell, on substantially the terms and conditions
described in the Sale Notice, any or all of the Subject Securities described in
the Sale Notice that are not purchased pursuant to a Call Notice, provided such
sale is consummated not later than 60 days after the date of the Sale Notice.
(ii) Section 12(b)(i) shall not apply to any Disposition to any Permitted
Xxxxxx Stockholder, provided such Permitted Xxxxxx Stockholder agrees in writing
to be bound by the terms of Section 3 and this Section 12(b) and the Xxxxxxx
Designated Holder is given notice of such Disposition.
(iii) All determinations with respect to the exercise or waiver of the
right of first refusal provided by this Section 12(b) shall be exercised by the
Xxxxxxx Designated Holder on behalf of all of the Permitted Xxxxxxx
Stockholders, and all shall be bound by any such determination. The Xxxxxxx
Designated Holder shall have the right to allocate among the Permitted Xxxxxxx
Stockholders, in such manner as he determines, any Subject Securities to be
purchased from Permitted Xxxxxx Stockholders under this Section 12(b). The
Xxxxxxx Designated Holder shall provide notice to the Xxxxxx Designated Holder
of any such allocation. No Permitted Xxxxxxx Stockholder shall transfer any
Subject Securities to any other Permitted Xxxxxxx Stockholder unless the
transferee agrees in writing to be bound by the provisions of this Section
12(b)(iii) .
(iv) The rights of first refusal granted by Permitted Xxxxxx Stockholders
herein shall terminate on such date on which no Permitted Xxxxxxx Stockholder
holds any Subject Securities, including by conversion of Class B Capital Stock
into Common Stock.
(v) If any Sale Notice provides for Permitted Consideration other than
cash, (A) the Sale Notice shall state the Value thereof as of the date of the
Sale Notice and (B) the Xxxxxxx Designated Holder, in the Call Notice, may elect
for the Permitted Xxxxxxx Stockholders to pay cash in lieu of all or any part of
such non-cash Permitted Consideration. The amount of cash to be paid in lieu of
any non-cash Permitted Consideration shall be the Value of such non-cash
Permitted Consideration as of the date of the Sale Notice. If any such non-cash
Permitted Consideration is a Secured Note, the Xxxxxxx Designated Holder may
elect for the Permitted Xxxxxxx Stockholders to provide any collateral with a
Collateral Value as of the date of the Call Notice equal to the Collateral Value
required by Section 12(b)(vii)(H) to secure such Secured Note. Except as so
elected by the Xxxxxxx Designated Holder, the Permitted Xxxxxxx Stockholders
shall pay for any Subject Securities purchased by them under this Section 12
with the same consideration as proposed to be paid in the Sale Notice.
(vi) The provisions of this Section 12(b) supersede the provisions of the
First Refusal Agreement, which are terminated and of no force or effect.
(vii) The following terms shall have the following meanings:
(A) "Collateral Value" of (I) any collateral (other than Company
Stock) securing a Secured Note shall mean the fair market value of such
collateral on the date of the Sale Notice or (in the case of collateral to
be posted by a Permitted Xxxxxxx Stockholder) Call Notice and (II) Company
Stock securing a Secured Note shall mean two-thirds of the fair market
value of such Company Stock on the date of the Sale Notice or (in the case
of collateral to be posted by a Permitted Xxxxxxx Stockholder) Call
Notice. The "fair market value" of any collateral may be established by
the trading market price of any collateral which has a readily
ascertainable public trading price; by an appraisal, not more than one
year old, by a qualified independent appraiser, in the case of property
for which there is no readily ascertainable trading market; or by
reference to its face value in the case of a letter of credit or similar
obligation of a bank or other financial institution.
(B) "Xxxxxxx Designated Holder" shall mean Xxxxxxx, so long as
Xxxxxxx remains a holder of Subject Securities. If any Xxxxxxx Designated
Holder shall transfer all of his Subject Securities, such Xxxxxxx
Designated Holder or his executor shall designate one Permitted Xxxxxxx
Stockholder who is a holder of Subject Securities as the Xxxxxxx
Designated Holder, and shall notify the Xxxxxx Designated Holder of such
designation.
(C) "Dispose Of" shall mean pledge, hypothecate, give away, sell,
grant an option with respect to, or otherwise transfer, other than
pursuant to a plan of merger or consolidation or similar transaction, to
anyone; and the term "Disposition" shall have a correlative meaning.
(D) "Marketable Securities" shall mean securities traded on any
national securities exchange or listed by the Nasdaq Stock Market, Inc. on
either its National Market or SmallCap system.
(E) "Permitted Consideration" shall mean cash, a Secured Note, or
Marketable Securities, or any combination thereof.
(F) "Permitted Xxxxxxx Stockholder" shall mean any of (I) Xxxxxxx,
(II) any parent, child, descendant, or sibling of Xxxxxxx, (III) the
spouse of any of the foregoing, (IV) any trust established by Xxxxxxx or
any of the foregoing persons, or any trustee, custodian, fiduciary, or
foundation, which will hold shares of Company Stock for charitable
purposes or for the benefit of Xxxxxxx or any of the persons described in
this Section 12(b)(vii)(F) or any combination thereof, and (V) committees,
guardians, or other legal representatives of Xxxxxxx or of any of the
other persons described in this Section 12(b)(vii)(F).
(G) "Permitted Xxxxxx Stockholder" shall mean any of (I) Xxxxxx,
(II) any parent, child, descendant, or sibling of Xxxxxx, (III) the spouse
of any of the foregoing, (IV) any trust established by Xxxxxx or any of
the foregoing persons, or any trustee, custodian, fiduciary, or
foundation, which will hold Subject Securities for charitable purposes or
for the benefit of Xxxxxx or any of the persons described in this Section
12(b)(vii)(G) or any combination thereof, and (V) committees, guardians,
or other legal representatives of Xxxxxx or of any of the other persons
described in this Section 12(b)(vii)(G).
(H) "Secured Note" shall mean a promissory note of a purchaser or
proposed purchaser of Subject Securities, which note (I) provides for full
recourse against the obligor, (II) requires payment in cash on or before a
stated date of a stated amount, and (III) is secured by collateral having
a Collateral Value equal to at least the face amount of such promissory
note.
(I) "Subject Securities" shall mean shares of Class B Capital Stock
and options, warrants, or other rights to acquire Class B Capital Stock.
(J) "Value" on any date of (I) any Marketable Securities shall mean
the average of the closing sales prices for such Marketable Securities, on
the principal market on which such Marketable Securities are listed or
traded, over the five trading days prior to such date, or (II) any Secured
Note shall mean the face amount of such Secured Note.
13.(a) If, at any time or from time to time, any Permitted Xxxxxxx
Stockholder shall propose to Dispose Of any Subject Securities other than
pursuant to (i) the exchange with Xxxxxx contemplated by this Agreement, (ii)
Section 13(b), or (iii) the conversion of Subject Securities into Common Stock,
such Permitted Xxxxxxx Stockholder (the "Selling Stockholder") shall give notice
(a "Notice") of such proposed Disposition to the Xxxxxx Designated Holder
describing the proposed Disposition. If such Disposition is a sale of Subject
Securities, then the Xxxxxx Designated Holder shall have the right, by giving
notice (a "Tag-Along Notice") to the Selling Stockholder within 10 days of the
Notice, to sell, and/or cause the other Permitted Xxxxxx Stockholders to sell,
on the terms and to the transferee(s) described in the Notice, a number of each
type of Subject Securities equal to the number of such type of Subject
Securities then held by the Permitted Xxxxxx Stockholders multiplied by a
fraction, the numerator of which is the number of such type of Subject
Securities proposed to be sold by such Selling Stockholder and the denominator
of which is the number of such type of Subject Securities held by all Permitted
Xxxxxxx Stockholders at the date of the Notice; and, if the Xxxxxx Designated
Holder gives a Tag-Along Notice, such Selling Stockholder shall not effect such
Disposition unless the Permitted Xxxxxx Stockholders are afforded such
opportunity to sell such portion of their Subject Securities.
(b) Section 13(a) shall not apply to any Disposition to any Permitted
Xxxxxxx Stockholder, provided such Permitted Xxxxxxx Stockholder agrees in
writing to be bound by the terms of this Section 13 and the Xxxxxx Designated
Holder is given notice of such Disposition.
(c) All determinations with respect to the exercise or waiver of the
tag-along right provided by Section 13(a) shall be exercised by the Xxxxxx
Designated Holder on behalf of all of the Permitted Xxxxxx Stockholders, and all
shall be bound by any such determination. The Xxxxxx Designated Holder shall
have the right to allocate among the Permitted Xxxxxx Stockholders, in such
manner as he determines, any Subject Securities to be sold by the Permitted
Xxxxxx Stockholders under Section 13(a). The Xxxxxx Designated Holder shall
provide notice to the Xxxxxxx Designated Holder of any such allocation. No
Permitted Xxxxxx Stockholder shall transfer any Subject Securities to any other
Permitted Xxxxxx Stockholder unless the transferee agrees in writing to be bound
by the provisions of this Section 13(c).
(d) The tag-along rights granted by Permitted Xxxxxxx Stockholders herein
shall terminate on such date on which no Permitted Xxxxxx Stockholder holds any
Subject Securities, including by conversion of Class B Capital Stock into Common
Stock.
(e) "Xxxxxx Designated Holder" shall mean Xxxxxx, so long as Xxxxxx
remains a holder of Subject Securities. If any Xxxxxx Designated Holder shall
transfer all of his Subject Securities, such Xxxxxx Designated Holder or his
executor shall designate one Permitted Xxxxxx Stockholder who is a holder of
Subject Securities as the Xxxxxx Designated Holder, and shall notify the Xxxxxxx
Designated Holder of such designation.
(f) This Section 13 shall not apply to any Common Stock held by any
Permitted Xxxxxxx Stockholder, including any acquired on conversion of any Class
B Capital Stock.
14. On the date hereof, the parties are exchanging mutual releases in the
forms attached as Exhibit B.
15. The Company represents and warrants that (a) this Agreement and the
transactions contemplated hereby have been approved by all necessary corporate
action, including, without limitation, approval of the transactions contemplated
hereby by the full Board of Directors of the Company, and (b) the execution,
delivery, and performance of this Agreement and the Consulting Agreement by the
Company will not violate, result in a breach of, conflict with, or (with or
without the giving of notice or the passage of time or both) entitle any party
to terminate or call a default under, any contract or agreement to which the
Company is a party.
16. Xxxxxxx represents and warrants that, as of the date of this
Agreement, he has not received any currently outstanding offer, orally or in
writing, to purchase any of the Class B Capital Stock held by or to be acquired
by him.
17. At any time and from time to time, each party agrees, without further
consideration, to take such actions and to execute and deliver such documents as
the other parties may reasonably request to effectuate the purposes of this
Agreement.
18. This Agreement and the Exhibits hereto set forth the entire
understanding of the parties with respect to the subject matter hereof,
supersede all existing agreements among them concerning such subject matter, and
may be modified only by a written instrument duly executed by the party to be
charged.
19. Any waiver by any party of a breach of any provision of this Agreement
shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure
of a party to insist upon strict adherence to any term of this Agreement on one
or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Any waiver must be in writing.
20. The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and the successors and assigns of the Company
and the respective assigns, heirs, and personal representatives of the
individual parties hereto.
21. If any provision of this Agreement is invalid, illegal, or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
22. The Company will promptly reimburse Xxxxxx for his reasonable legal
fees and expenses incurred in connection with this Agreement.
23. This Agreement does not create, and shall not be construed as
creating, any rights enforceable by any person not a party to this Agreement
(except as provided in Section 20).
24. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
25. Since a breach of the provisions of this Agreement could not
adequately be compensated by money damages, any party shall be entitled, in
addition to any other right or remedy available to him or it, to an injunction
restraining such breach or a threatened breach and to specific performance of
any such provision of this Agreement, and in either case no bond or other
security shall be required in connection therewith, and the parties hereby
consent to the issuance of such injunction and to the ordering of specific
performance.
26. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be delivered by Federal Express, Express
Mail, or similar overnight delivery or courier service, or delivered against
receipt to the party to whom it is to be given at the address of such party set
forth in the preamble to this Agreement (or to such other address as the party
shall have furnished in writing in accordance with the provisions of this
Section 26). Notice to the estate of a party shall be sufficient if addressed to
such party as provided in this Section 26. Any notice shall be deemed given at
the time of receipt thereof.
27. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to conflict of laws.
28. Except as provided in Section 25, any dispute or controversy arising
out of or relating to this Agreement or any breach of this Agreement shall be
settled by arbitration to be held in the City of New York in accordance with the
rules then in effect of the American Arbitration Association or any successor
thereto. The arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the arbitrator shall be final, conclusive, and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction, and the parties
irrevocably consent to the jurisdiction of the federal and state courts located
in the State of New York courts for this purpose.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
GP STRATEGIES CORPORATION
By
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Schedule A
Exchanged Xxxxxx Options
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Grant Date Exercise Price No. of Shares1
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10/11/90 $9.00 75,000
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10/11/90 $9.00 25,000
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10/11/90 $9.00 93,750
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1 All are options to purchase shares of Class B Capital Stock.
Schedule B
Xxxxxxx Options
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Exercise
Grant Date Exp. Date Price No. of Shares1
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10/11/90 6/14/99 $9.00 25,000
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12/31/96 12/31/99 $7.69 35,000
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11/17/95 11/17/00 $8.375 106,250
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07/01/97 07/01/02 $7.75 40,000
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1 All are options to purchase shares of Common Stock.
