NONQUALIFIED STOCK OPTION AGREEMENT
THIS
NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”)
evidences the award of a nonqualified stock option (the “Option”)
by
GP STRATEGIES CORPORATION, a Delaware corporation (“GPS”),
to
[NAME] (“Recipient”),
subject to and conditioned upon Recipient’s agreement to the terms of this
Agreement. Capitalized terms in this Agreement that are not defined herein
shall
have the meanings ascribed to them in the GPS 2003 Incentive Stock Plan
(the “Plan”).
Section 1. Option Grant.
The
Option entitles Recipient to purchase shares of common stock, par value $0.01
per share (“Common
Stock”),
of
GPS under the Plan. The shares of Common Stock underlying the Option are herein
called the “Shares.”
The
Grant Date, the number of Shares Recipient may purchase and the Exercise Price
at which Recipient may purchase them are specified below.
Grant
Date: [DATE]
Number of Shares:
[NUMBER]
Exercise Price:
[PRICE]
per share
Section 2. Exercise
of Option.
(a) Exercisability.
So long
as Recipient is an “eligible person” under the Plan (e.g., employed by or
maintaining a service relationship with GPS or a Related Company) from the
Grant
Date through the applicable exercisability dates listed in the schedule below,
and subject to the terms and conditions of this Agreement, the Option will
become exercisable incrementally for the number of Shares listed below in
accordance with the following schedule:
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|
Number
of Options
|
|
Vesting
Date
|
Vesting
on Vest Date
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[The
Option shall be forfeited if Recipient does not execute and deliver an
employment agreement with GPS, as agreed with GPS, to the President or Chief
Executive Officer of GPS on or before September 30, 2007.]
(b) Right
to Exercise: Option Term.
Recipient may exercise the Option, to the extent exercisable, at any time on
or
before 5:00 p.m.
Eastern
Time on June 26, 2013 (the “Expiration
Date”)
or the
earlier termination of the Option, unless otherwise provided under applicable
law. Section 3 below describes certain limitations on exercise of the
Option that apply in the event of Recipient’s death, Total and Permanent
Disability, or Termination of Service. The Option may be exercised only in
multiples of whole Shares and may not be exercised at any one time as to fewer
than one hundred Shares (or such lesser number of Shares as to which the Option
is then exercisable). No fractional Shares will be issued under the Option.
Any
portion of the Option not exercised on or before the Expiration Date or earlier
termination of the Option shall thereupon become null and void.
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(c) Exercise
Procedure.
In
order to exercise the Option, Recipient must provide the following items to
the
Secretary of GPS or his or her delegate before the expiration or termination
of
the Option:
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(i)
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notice,
in such manner and form as the Committee may require from time to
time,
specifying the number of Shares to be purchased under the Option;
and
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|
(ii)
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full
payment of the Exercise Price for the Shares or properly executed,
irrevocable instructions, in such manner and form as the Committee
may
require from time to time, to effectuate a broker-assisted cashless
exercise, each in accordance with Section 2(d) of this
Agreement.
|
An
exercise will not be effective until the Secretary of GPS or his or her delegate
receives all of the foregoing items, and such exercise otherwise is permitted
under and complies with all applicable federal, state and foreign securities
laws.
(d) Method
of Payment.
Recipient may pay the Exercise Price by any combination of the
following:
| (i) |
delivery
of cash, certified or cashier’s check, money order or other cash
equivalent acceptable to the Committee in its
discretion;
|
| (ii) |
a
broker-assisted cashless exercise in accordance with Regulation T of
the Board of Governors of the Federal Reserve System through a brokerage
firm approved by the Committee;
|
| (iii) |
subject
to such limits as the Committee may impose from time to time, tender
(via
actual delivery or attestation) to GPS of other shares of Common
Stock of
GPS which have a Fair Market Value on the date of tender equal to
the
Exercise Price, provided that
tender of such shares will not result in GPS having to record a charge
to
earnings under United States generally accepted accounting principles
then
applicable to GPS; or
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| (iv) |
any
other method approved by the
Committee.
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(e) Issuance
of Shares upon Exercise.
As soon
as practicable after exercise of the Option, GPS will deliver a share
certificate to Recipient, or deliver Shares electronically or in certificate
form to Recipient’s designated broker on Recipient’s behalf, for the Shares
issued upon exercise. Any share certificates delivered will, unless the Shares
are registered or an exemption from registration is available under applicable
federal and state law, bear a legend restricting transferability of such
Shares.
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Section 3. Termination
of Service.
(a) Termination
of Unexercisable Option.
Upon
Recipient’s Termination of Service, the portion of the Option that is then
unexercisable will terminate immediately.
(b) Exercise
Period Following Termination of Service.
Upon
Recipient’s Termination of Service for any reason other than Termination for
Cause, as defined in clause (c) below, the portion of the Option that is then
exercisable will terminate upon the earliest of:
(i) the
expiration of 90 days following such termination, unless Recipient’s
termination is on account of Total and Permanent Disability or
death;
(ii) the
expiration of 6 months following such termination, if such termination is on
account of Recipient’s Total and Permanent Disability or death;
(iii) the
expiration of 6 months following Recipient’s death, if Recipient’s death occurs
during the periods described in clauses (i) or (ii) of this
Section 3(b), as
applicable; or
(iv) the
Expiration Date.
In
the
event of Recipient’s death, the exercisable portion of the Option may be
exercised by Recipient’s executor, personal representative, or the person(s) to
whom the Option is transferred by will or the laws of descent and distribution.
“Total
and Permanent Disability”
means
the inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected
to
result in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months. The Committee may require such proof of
Total
and Permanent Disability as the Committee in its sole discretion deems
appropriate and the Committee’s good faith determination as to whether Recipient
is totally and permanently disabled will be final and binding on all parties
concerned.
(c) Termination
for Cause.
The
Option will terminate in its entirety, regardless of whether the Option is
then
exercisable, immediately upon Recipient’s Termination for Cause, or upon
Recipient’s commission of any of the following acts during the exercise period
following Recipient’s Termination of Service: (i) fraud on or
misappropriation of any funds or property of GPS or any Related Company, or
(ii) Recipient’s breach of any provision of any employment, non-disclosure,
non-competition, non-solicitation, assignment of inventions, or other similar
agreement executed by Recipient for the benefit of GPS or any Related Company,
as determined by the Committee, which determination will be conclusive. For
purposes of this Agreement, “Termination
for Cause”
shall
have the meaning contained in General Physics Corporation’s Procedure No.
GP-P-10 as in effect on the Grant Date and as it may be amended from time to
time.
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(d) Change
in Status.
In the
event that Recipient’s status as an eligible person under the Plan is through a
business, trade or entity that, after the Grant Date, ceases for any reason
to
be part of GPS or a Related Company, a Termination of Service will be deemed
to
have occurred for purposes of this Section 3 upon
such
cessation if Recipient’s service does not continue uninterrupted immediately
thereafter with GPS or a Related Company.
Section 4. Nontransferability
of Option.
The
Option is not transferable other than by will or the laws of descent and
distribution. During Recipient’s lifetime, the Option may be exercised only by
Recipient or, during the period Recipient is under a legal disability, by
Recipient’s guardian or legal representative. Except as provided above, the
Option may not be assigned, transferred, pledged, hypothecated or disposed
of in
any way (whether by operation of law or otherwise) and shall not be subject
to
execution, attachment or similar process.
Section 5. Nonqualified
Nature of the Option.
The
Option is not
intended
to qualify as an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, and this Agreement shall
be so
construed. Recipient
hereby acknowledges that, upon exercise of the Option, Recipient will recognize
compensation income in an amount equal to the excess of the then Fair Market
Value of the Shares over the Exercise Price and must comply with the provisions
of Section 6
of this
Agreement with respect to any tax withholding obligations that arise as a result
of such exercise.
Section 6. Withholding
of Taxes.
Recipient hereby authorizes GPS and any Related Company to withhold from salary,
wages or any other payment of any kind due to Recipient and otherwise agrees
to
make adequate provision for foreign, federal, state and local taxes required
by
law to be withheld, if any, which arise in connection with the Option.
GPS may
require Recipient to make a cash payment to cover any withholding tax obligation
as a condition of exercise of the Option or issuance of share certificates
representing Shares.
Section 7. Adjustments.
The
Committee may make various adjustments to Recipient’s Option, including
adjustments to the number and type of securities subject to the Option and
the
Exercise Price, in accordance with the terms of the Plan.
Section 8. Non-Guarantee
of Employment or Service Relationship.
Nothing
in the Plan or this Agreement will alter Recipient’s at-will or other employment
status or other service relationship with GPS or any Related Company, nor be
construed as a contract of employment or service relationship between Recipient
and GPS or any Related Company, or as a contractual right for Recipient to
continue in the employ of, or in a service relationship with, GPS or any Related
Company for any period of time, or as a limitation of the right of GPS or any
Related Company to discharge Recipient at any time whether or not such discharge
constitutes a Termination for Cause, with or without notice, and whether or
not
such discharge results in the failure of any portion of the Option to become
exercisable or any other adverse effect on Recipient’s interests under the
Plan.
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Section 9. No
Rights as a Stockholder.
Recipient shall not have any of the rights of a stockholder with respect to
the
Shares until such Shares have been issued to Recipient upon the due exercise
of
the Option. No adjustment will be made for dividends or distributions or other
rights for which the record date is prior to the date such Shares are
issued.
Section 10. GPS’s
Rights.
The
existence of the Option shall not affect in any way the right or power of GPS
or
its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in GPS’s capital structure or its business, or
any merger or consolidation of GPS, or any issue of bonds, debentures, preferred
or other stocks with preference ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of GPS, or any sale or transfer of all or any part of GPS’s assets
or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
Section 11. Entire
Agreement.
This
Agreement, together with the Plan and the applicable provisions of any
employment agreement in effect from time to time between Recipient and GPS,
contain the entire agreement between Recipient and GPS with respect to the
Option, and, with the exception of the applicable provisions of any such
employment agreement in effect on the date of this Agreement, any oral or
written agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement with respect to
the
Option shall be void and ineffective for all purposes.
Section 12. Amendment.
This
Agreement
may be amended from time to time by the Committee in its discretion;
provided,
however,
that
this Agreement may not be modified in a manner that would have a materially
adverse effect on the Option or Shares as determined in the discretion of the
Committee, except as provided in the Plan or in a written document signed by
Recipient and GPS.
Section 13. Conformity
with Plan.
This
Agreement is intended to conform in all respects with, and is subject to all
applicable provisions of, the Plan. Any conflict between the terms of this
Agreement and the Plan shall be resolved in accordance with the terms of the
Plan. In the event of any ambiguity in this Agreement or any matters as to
which
this Agreement is silent, the Plan shall govern. A copy of the Plan is available
upon request from the Committee.
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*
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This
Agreement is executed on behalf of GP STRATEGIES CORPORATION:
Xxxxx
X.
Xxxxxxxxx, Chief
Executive Officer
Recipient
agrees that his/her acceptance of the Option constitutes Recipient’s
acknowledgement that he/she has carefully read this Agreement and the prospectus
for the Plan and agrees to be bound by all of the provisions set forth in these
documents.
