Exhibit 10.1
Amendment
to the
Amended and Restated Incentive Compensation Agreement
This Amendment to the Amended and Restated Agreement, dated June 11,
2003, between GP Strategies Corporation, a Delaware corporation with principal
executive offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the
"Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Employee"), is effective as of October 1, 2003.
WHEREAS, the Company and Employee originally entered into an agreement,
dated as of May 3, 2002, to provide incentive compensation to Employee, which
agreement was subsequently amended and restated, effective as of June 11, 2003
(the "Amended and Restated Agreement");
WHEREAS, the Company and Employee wish to amend the Amended and
Restated Agreement to modify the timing of certain payments under the Amended
and Restated Agreement.
NOW, THEREFORE, intending to be legally bound, and for and in
consideration of the mutual covenants set forth herein, the parties hereto agree
to amend the Amended and Restated Agreement as follows:
1. Section 1 of the Amended and Restated Agreement is hereby amended by
adding the following new paragraphs to the end thereof:
Notwithstanding the foregoing, Employee may, by written notice
(a "Deferral Notice") to the Company, elect to defer receipt
of all, or a portion, of any Incentive Payment (any amount so
deferred being a "Deferred Amount") for a Deferral Period;
provided that (x) any Deferral Notice with respect to any
Incentive Payment earned prior to December 31, 2003 must be
given prior to December 1, 2003, (y) any Deferral Notice with
respect to any Incentive Payment earned on or after December
31, 2003 must be given at least five business days prior to
the date that such Incentive Payment is earned (the date any
Incentive Payment is earned is referred to as the "Earned
Date" for such Incentive Payment), and (z) if, on any Earned
Date, any amount of principal or interest on any outstanding
loan from the Company to Employee (a "Loan Amount") is due and
payable and is not otherwise paid, the Deferred Amount shall
not exceed the excess, if any, of the amount of the Incentive
Payment earned on such Earned Date over the Loan Amount then
due.
Interest on each Deferred Amount shall accrue, from the
related Earned Date to the last day of the related Deferral
Period, at the prime lending rate announced by Fleet Bank,
N.A. (or its successor) from time to time minus 1%. Each
Deferred Amount, together with all accrued interest thereon,
shall be paid on the last day of the related Deferral Period.
The "Deferral Period" with respect to any Deferred Amount
shall be the period set forth in the related Deferral Notice,
provided that
(i) no Deferral Period shall be less than six
months (except as provided in clauses (iii)
and (iv) below);
(ii) unless Employee provides written notice to
the Company at least 30 days prior to the
expiration of any Deferral Period that
Employee elects to receive the related
Deferred Amount, such Deferral Period shall
be extended automatically for an additional
period equal to the original related
Deferral Period, subject to clauses (iii)
and (iv);
(iii) no Deferral Period shall end later than
December 31, 2013; and
(iv) if any Loan Amount becomes due and payable
and is not otherwise paid, the Deferral
Period shall terminate (or, in the case of
the application of (ii), not be extended)
with respect to the lesser of (x) the
aggregate of the then-outstanding Deferred
Amounts and interest thereon and (y) such
Loan Amount.
In any case where clause (iv) of the definition of Deferral
Period is applicable and the amount in clause (y) is less than
the amount in clause (x), the Deferral Periods which shall
terminate (in whole or in part) shall be those which would
otherwise terminate latest unless otherwise specified by
Employee by notice to the Company given not later than such
termination date.
2. Except as otherwise amended by hereby, the Amended and Restated
Agreement shall remain unamended and in full force and effect.
GP STRATEGIES CORPORATION
By:__________________________________
Its:______________________________
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