STOCKHOLDERS' AGREEMENT
Dated as of February 11, 2000
by and among
GP Strategies Corporation
Xxxxxxxx Xxxxxxxx & Co., L.P.
and
Xxxxxx X. Xxxxxxx
TABLE OF CONTENTS
Page
1. Definitions...........................................................1
1.1 Definitions..................................................1
1.2 Use of Defined Terms.........................................3
1.3 Sections and Schedules.......................................3
1.4 Miscellaneous Terms..........................................3
2. Restrictions on Transfer..............................................3
2.1 General Restrictions.........................................4
2.2 Prohibited Transfers.........................................4
2.3 Permissible Xxxxxxx Transfers................................4
2.4 Permissible AW Transfers.....................................4
2.5 Transfers Upon Death.........................................5
2.6 Conversion of Shares into Common Stock.......................5
3. Procedures for Transfers..............................................5
3.1 Tag-Along Right..............................................5
3.2 Costs........................................................7
4. Corporate Governance..................................................7
4.1 Composition of the Board.....................................7
4.2 Voting.......................................................7
4.3 Effect of an AW Nominee not Being Designated to the Board....7
5. Restrictive Legends...................................................7
5.1 Securities Laws..............................................7
5.2 Stockholders' Agreement......................................8
5.3 Certificates.................................................8
6. Additional Remedies...................................................9
7. Successors and Assigns................................................9
8. Entire Agreement......................................................9
9. Notices...............................................................9
10. Amendment............................................................10
11. Counterparts.........................................................11
12. Headings.............................................................11
13. Nouns and Pronouns...................................................11
14. Severability.........................................................11
15. Governing Law........................................................11
16. Jurisdiction.........................................................11
17. Arbitration..........................................................11
18. Indemnification......................................................12
19. Termination..........................................................12
20. Stockholder Protection...............................................12
21. Further Assurances...................................................12
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of February 11, 2000 (this
"Agreement"), by and among GP Strategies Corporation (the "Company"), a Delaware
corporation, Xxxxxx X. Xxxxxxx ("Xxxxxxx"), and Xxxxxxxx Xxxxxxxx & Co., L.P.
("AW"), and such other persons who may from time to time execute a counterpart
copy of this Agreement and whose names will be added to Schedule I annexed
hereto (such other persons collectively referred to herein as the "Other
Stockholders" and individually as an "Other Stockholder"). AWGP LLC, Xxxxxxx and
the Other Stockholders are sometimes hereinafter referred to as the
"Stockholders" collectively and a "Stockholder" individually.
R E C I T A L S
WHEREAS, AW has agreed to purchase, pursuant to the terms and
conditions of a share subscription agreement (the "Subscription Agreement"),
dated as of the date hereof, 200,000 shares of Class B Stock (as defined herein)
of the Company;
WHEREAS, Xxxxxxx is the owner of 418,750 shares of Class B
Stock and options to purchase 425,000 additional shares of Class B stock; and
WHEREAS, the parties hereto desire to enter into this
Agreement for the purpose of regulating certain aspects of the Stockholders'
relationships with regard to each other and the Company.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, intending to be legally bound, the
Stockholders and the Company have agreed as follows:
1. Definitions.
1.1 Definitions. As used in this Agreement, the following
capitalized terms shall have the following respective meanings:
"Agreement" has the meaning set forth in the preamble of this
Agreement.
"Xxxxxxxx" has the meaning set forth in Section 4.1 of this
Agreement.
"AW" has the meaning set forth in the preamble of this
Agreement.
"AW Nominee" has the meaning set forth in Section 4.1 hereof.
"Board" has the meaning set forth in Section 4.1 hereof.
"Change in Control Transaction" means any sale of all or
substantially all of the Company's property or business, a merger into or
consolidation with any other corporation (other than a wholly-owned subsidiary
of the Company) which results in a change in the ownership of more than fifty
percent (50%) of the voting power of the Company's securities, or any
transaction or series of related transactions in which more than fifty percent
(50%) of the voting power of the Company's securities is disposed of to any
Person.
"Class B Stock" means the Class B Capital Stock, $.01 par
value per share, of the Company.
"Commission" means the Securities and Exchange Commission or
any other Federal agency administering the Securities Act at the applicable
time.
"Common Stock" means the Common Stock, $.01 par value per
share, of the Company.
"Company" has the meaning set forth in the preamble of this
Agreement.
"Xxxxxxx" has the meaning set forth in the preamble of this
Agreement.
"Offered Shares" has the meaning set forth in Section 3.1
hereof.
"Other Stockholder" has the meaning set forth in the preamble
of this Agreement.
"Permissible AW Transfer" has the meaning set forth in Section
2.4 hereof.
"Permissible AW Transferee" has the meaning set forth in
Section 2.4 hereof.
"Permissible Xxxxxxx Transfer" has the meaning set forth in
Section 2.3 hereof.
"Permissible Xxxxxxx Transferee" has the meaning set forth in
Section 2.3 hereof.
"Person" means any individual, corporation, partnership, a
limited liability company, joint venture, trust, unincorporated organization,
other entity, union or association.
"Prohibited Transfer" has the meaning set forth in Section 2.2
hereof.
"Proposed Transferee" has the meaning set forth in Section 3.1
hereof.
"Securities Act" means the Securities Act of 1933, as amended.
"Selling Stockholder" has the meaning set forth in Section 3.1
hereof.
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"Shares" means and includes all Class B Stock of the Company
now owned (whether beneficially or of record, including options, warrants or
other rights to acquire Class B Stock) or hereafter acquired by any Stockholder.
"Stockholder" has the meaning set forth in the preamble of
this Agreement.
"Subscription Agreement" has the meaning set forth in the
recitals to this Agreement.
"Tag-Along Notice" has the meaning set forth in Section 3.1(b)
hereof.
"Tag-Along Right" has the meaning set forth in Section 3.1
hereof.
"Tag-Along Shares" has the meaning set forth in Section 3.1
hereof.
"Tag-Along Stockholder" has the meaning set forth in Section
3.1 hereof.
"Transfer" means and includes any direct or indirect offer for
sale, sale, assignment, transfer, pledge, encumbrance, or other disposition of,
or the subjecting to a security interest of, any Class B Stock or any
disposition of any Class B Stock or of any interest therein which would
constitute a sale thereof within the meaning of the Securities Act.
"Underlying Shares" means the shares of Common Stock issuable
upon conversion of Shares.
"Xxxxxxxx" has the meaning set forth in Section 4.1 of this
Agreement.
1.2 Use of Defined Terms. Any defined term used in the plural
shall refer to all members of the relevant class, and any defined term used in
the singular shall refer to any one or more of the members of the relevant
class. The use of any gender shall be applicable to all genders.
1.3 Sections and Schedules. References in this Agreement to
Sections and Schedules are to Sections and Schedules of and to this Agreement.
The Schedules to this Agreement are hereby incorporated herein by reference as
if fully set forth herein.
1.4 Miscellaneous Terms. The term "or" shall not be exclusive.
The terms "herein," "hereof," "hereto," "hereunder" and other terms similar to
such terms shall refer to this Agreement as a whole and not merely to the
specific article, section, paragraph or clause where such terms may appear. The
term "including" shall mean "including, but not limited to."
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2. Restrictions on Transfer.
2.1 General Restrictions.
(a) For so long as this Agreement shall remain in
effect, no Stockholder shall, directly or indirectly, Transfer any Shares or any
interest therein whether now owned or hereafter acquired beneficially or of
record, except in strict compliance with the provisions of this Agreement.
(b) All Shares shall also be subject to such
restrictions on Transfer as are required to ensure compliance with the
Securities Act.
2.2 Prohibited Transfers. Except as otherwise required by law,
any Transfer of Shares in violation of this Agreement (a "Prohibited Transfer")
shall be null and void. The Company shall not record any Prohibited Transfer on
its books and shall not recognize any equitable or other claim to, or any
interest in, Shares that are the subject of a Prohibited Transfer on the part of
any Person other than the Stockholder that attempted to Transfer the Shares in
violation of this Agreement. Notwithstanding the foregoing, the Shares may at
any time be exchanged for Common Stock of the Company and the terms of this
Agreement shall not apply to any transfer of the shares of Common Stock.
2.3 Permissible Xxxxxxx Transfers. Notwithstanding anything to
the contrary contained herein, Transfers (each a "Permissible Xxxxxxx Transfer")
of Shares by Xxxxxxx or by a Permissible Xxxxxxx Transferee to (a) Xxxxxxx; (b)
any parent, child, descendant or sibling of Xxxxxxx, (c) the spouse of any of
the foregoing, (d) any Person pursuant to a will or the laws of intestate
succession, (e) any trust established for the benefit of any of the foregoing or
(f) committees, guardians or other legal representatives of Xxxxxxx or of any of
the other persons described in this Section 2.3 (each Person described in this
Section 2.3 being herein referred to as a "Permissible Xxxxxxx Transferee")
shall be permitted and shall not be subject to the provisions of Section 3 of
this Agreement; provided, that any such Permissible Xxxxxxx Transferee shall,
prior to and as a condition precedent to such Transfer, execute a counterpart
copy of this Agreement and upon execution of such counterpart copy of this
Agreement, the name of the such Permissible Xxxxxxx Transferee shall be added to
Schedule I annexed hereto.
2.4 Permissible AW Transfers. Notwithstanding anything to the
contrary contained herein, Transfers (each a "Permissible AW Transfer") of
Shares by AW or by a Permissible AW Transferee to (a) AW, (b) any principal or
employee of AW, (c) any parent, child, descendant or sibling of any principal or
employee of AW, (d) the spouse of any of the foregoing, (e) any Person pursuant
to a will or the laws of intestate succession, (f) any trust established for the
benefit of any of the foregoing or (g) committees, guardians or other legal
representatives of principal or employee of AW or of any of the other persons
described in this Section 2.4 (each person described in this Section 2.4 being
herein referred to as a "Permissible AW Transferee") shall be permitted and
shall not be subject to the provisions of Section 2.6 of this Agreement;
provided,
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that any such Permissible AW Transferee shall, prior to and as a condition
precedent to such Transfer, execute a counterpart copy of this Agreement and
upon execution of such counterpart copy of this Agreement, the name of the such
Permissible AW Transferee shall be added to Schedule I annexed hereto.
2.5 Transfers Upon Death. In the event of a Transfer of Shares
pursuant to a will or pursuant to the laws of intestate succession, each
transferee of the transferred Shares shall promptly notify the Company in
writing of the Transfer and shall abide by, and hold the transferred Shares
subject to, the terms of this Agreement that are applicable to the transferring
Stockholder as of the time of the Transfer and that would have been applicable
to such transferring Stockholder had he or she retained his or her Shares. As
promptly as practicable after such Transfer, the transferee of such Shares shall
execute a counterpart copy of this Agreement.
2.6 Conversion of Shares into Common Stock.
(a) Upon any transfer of Shares by AW or by a
Permissible AW Transferee, other than (i) to AW or a Permissible AW Transferee
pursuant to Section 2.4 or (ii) pursuant to the exercise of the Tag-Along Right,
AW and each Permissible AW Transferee will be deemed at that time to have
exercised the right to convert the Shares to be transferred by them into an
equal number of shares of Common Stock and may not transfer such Shares prior to
their conversion.
(b) Any Stockholder deemed pursuant to Section
2.6(a), or 4.3 to have exercised the right, or requested by the Company pursuant
to Section 18 to exercise the right, to convert Shares into an equal number of
shares of Common Stock shall promptly surrender to the Company the stock
certificate or certificates representing such Shares in exchange for a stock
certificate or certificates representing an equal number of shares of Common
Stock. During the period commencing on the date that any Stockholder shall be
deemed to have exercised or requested to exercise such right to convert Shares
and terminating on the date that the stock certificate or certificates
representing such Shares are so surrendered, such Stockholder shall vote or (if
requested by the Company) execute a written consent with respect to such Shares
in accordance with the duly adopted recommendation of the Board, and such
Stockholder hereby grants to such officer of the Company as shall be designated
by the Board an irrevocable proxy coupled with an interest to vote such Shares
in accordance with such recommendation of the Board.
(c) Notwithstanding anything contained in this
Agreement, if at any time prior to February 11, 2001, neither Xxxxxxxx nor
Xxxxxxxx is on the Board (other than during the period after Xxxxxxxx shall no
longer be serving on the Board if the Company has nominated or intends to
nominate Xxxxxxxx to serve on the Board) or the Company shall have exercised its
right to request AW and the AW Permissible Transferees to convert their Shares
into Common Stock of the Company, then the Company shall be obligated to cause
the Common Stock underlying the Shares held by AW and the AW Permissible
Transferees promptly to be registered for sale under the Securities Act. Until
such registration has been declared effective or February 11, 2001, whichever
comes first (but only if the Common Stock may be sold under Rule 144 on February
11, 2001), such
5
Shares shall not be, and shall not be deemed to have been, converted into Common
Stock of the Company. If the Company has not been successful in effecting the
registration by February 11, 2001, then it may cease such efforts (but only if
the Common Stock may be sold under Rule 144 on February 11, 2001).
3. Procedures for Transfers.
3.1 Tag-Along Right. Except for Permissible Xxxxxxx Transfers,
if, at any time, any Permissible Xxxxxxx Stockholder (the "Selling Stockholder")
desires to sell all or any part of his Shares (the "Offered Shares") pursuant to
a bona fide, arm's-length offer from a bona fide third party (the "Proposed
Transferee"), then each Stockholder (the "Tag-Along Stockholder") shall have the
right (the "Tag-Along Right") to sell to the Proposed Transferee a number of
Shares (the "Tag-Along Shares") equal to the number of Shares then held by the
Tag-Along Stockholder multiplied by a fraction, the numerator of which is the
number of Shares included in the Offered Shares, and the denominator of which is
the number of Shares owned by the Selling Stockholder. The Selling Stockholder
shall submit a written notice to all other Stockholders (the "Written Notice")
disclosing: (i) the identity of the Proposed Transferee, (ii) the number of
Offered Shares, (iii) the total number of Shares owned by the Selling
Stockholder, (iv) the terms and conditions of the proposed sale of the Offered
Shares to the Proposed Transferee, including the price per share (on a fully
diluted basis) to be paid, (v) the terms and conditions of payment offered by
the Proposed Transferee and, in the case of consideration in whole or in part
other than cash, the fair market value thereof as determined in good faith by
the Selling Stockholder and the Proposed Transferee, (vi) the address of the
Selling Stockholder, and (vii) that the Proposed Transferee has been informed of
the Tag-Along Right provided for in this Section 3.1, and any other material
facts relating to the proposed sale of the Offered Shares to the Proposed
Transferee.
(a) The sale of the Offered Shares and the Tag-Along
Shares shall be for the same consideration and otherwise on the same terms and
conditions for all holders as set forth in the Written Notice, including the
price per Share to be paid (on a fully diluted basis), no less favorable to the
other Stockholders than those on which the Selling Stockholder proposes to sell
the Offered Shares to the Proposed Transferee. If the Offered Shares include
options, warrants or other rights to acquire Class B Stock, then the price per
share to be paid for the Tag-Along Shares shall be increased to take account of
the exercise or conversion price required to be paid in order to acquire
underlying Class B Stock upon exercise or conversion of the Class B Shares and
such other equitable adjustments as shall be necessary to ensure that the price
paid for the Tag-Along Shares is the same as the total consideration paid, and
to be paid, by the transferee to acquire a share of Class B Stock from the
Selling Stockholder.
(b) The Tag-Along Right shall be exercised by a
Tag-Along Stockholder by notifying the Selling Stockholder in writing (the
"Tag-Along Notice") within 10 days after its receipt of the Written Notice. The
Tag-Along Notice shall state the number of Shares that such Tag-Along
Stockholder proposes to include in such transfer to the Proposed Transferee,
which number shall not exceed the maximum number of Shares which such Tag-Along
Stockholder is entitled to include. Failure by any Tag-Along Stockholder to
deliver a Tag-Along Notice during such 10 day
6
period shall be deemed to constitute the election of such Tag-Along Stockholder
not to exercise its Tag-Along Rights.
(c) If the Proposed Transferee does not purchase
Shares from the Tag- Along Stockholders at the same price and on the same terms
and conditions as the Proposed Transferee purchases from the Selling Stockholder
(subject to Section 3.1(a)), then the Selling Stockholder shall not be permitted
to Transfer any Shares to the Proposed Transferee in the proposed Transfer.
(d) The Tag-Along Stockholders and the Selling
Stockholder shall have the right, for a thirty (30) day period following the
date of the closing provided in the Written Notice, to Transfer to the Proposed
Transferee the Shares proposed to be transferred on terms and conditions no more
favorable to the Selling Stockholder and the Tag-Along Stockholders than those
stated in the Offer. Any Shares that continue to be held by the Selling
Stockholder or any such Tag-Along Stockholders after the earlier of (x) the
consummation of the proposed Transfer and (y) the expiration of such thirty (30)
day period shall again be subject to the provisions of this Article 3.
3.2 Costs. All reasonable costs and expenses incurred by any
seller in connection with a Transfer under Section 3.1 hereof, including,
without limitation, all reasonable attorneys' fees, costs and disbursements and
any reasonable finders' fees or brokerage commissions, shall be allocated pro
rata among the Stockholders transferring Shares in such Transfer, with each
bearing that portion of such costs and expenses equal to the aggregate of such
costs and expenses multiplied by a fraction, the numerator of which is the
amount of the gross proceeds received by such Stockholder from such Transfer,
and the denominator of which is the total amount of the gross proceeds received
by all Stockholders from such Transfer.
4. Corporate Governance.
4.1 Composition of the Board. Subject to its fiduciary duties,
(a) if G. Xxxxx Xxxxxxxx ("Xxxxxxxx") is willing and able to serve on the Board
of Directors of the Company (the "Board"), promptly after the issuance of the
Shares, the Company shall nominate Xxxxxxxx to serve on the Board and shall use
its best efforts to cause him to be elected to the Board, and (b) if Xxxxxxxx
shall cease to serve on the Board as a result of his death, disability or
voluntary resignation and Xxxxxxx Xxxxxxxx ("Xxxxxxxx") is then willing and able
to serve on the Board, the Company shall nominate Xxxxxxxx to serve on the Board
and shall use its best efforts to cause him to be elected to the Board. The
Company shall have no obligation to renominate Xxxxxxxx or Xxxxxxxx (each an "AW
Nominee") to serve on the Board.
4.2 Voting. Xxxxxxx shall vote all of his Shares in favor of
the election of Xxxxxxxx or Xxxxxxxx if either of them is nominated by the
Company to serve on the Board.
4.3 Effect of an AW Nominee not Being Designated to the Board.
In the event that (other than during the period after Xxxxxxxx shall no longer
be serving on the Board if the
7
Company has nominated or intends to nominate Xxxxxxxx to serve on the Board)
neither of the AW Nominees is on the Board, AW and any Permissible AW
Transferees will be deemed at that time to have exercised the right to convert
all Shares then held by them into an equal number of shares of Common Stock and
may not transfer any Shares prior to such conversion. Each of Xxxxxxxx and
Xxxxxxxx hereby agrees to resign from the Board if requested by the Board to do
so for any reason.
5. Restrictive Legends.
5.1 Securities Laws. Each certificate evidencing Shares or
Underlying Shares shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAW. THESE
SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
ANY EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAW."
5.2 Stockholders' Agreement. Each certificate evidencing
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:
"THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF
A STOCKHOLDERS' AGREEMENT, DATED AS OF FEBRUARY 11,
2000, BY AND AMONG THE COMPANY, THE HOLDER OF RECORD
OF THIS CERTIFICATE AND CERTAIN OTHER SIGNATORIES
THERETO, AND NO TRANSFER OF SUCH SECURITIES SHALL BE
VALID OR EFFECTIVE EXCEPT IN ACCORDANCE WITH THE
STOCKHOLDERS' AGREEMENT AND UNTIL SUCH TERMS AND
CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE
STOCKHOLDERS' AGREEMENT MAY BE OBTAINED AT NO COST BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE
PRINCIPAL EXECUTIVE OFFICES THEREOF."
5.3 Certificates.
(a) Each certificate evidencing the Shares or
Underlying Shares issued upon any Transfer (and each certificate evidencing any
untransferred balance of any Shares or Underlying Shares) shall bear the legend
set forth in Section 5.1; provided that such legend shall be removed and the
Company shall issue a certificate without such legend to the holder thereof at
such
8
time as the securities evidenced thereby cease to be restricted securities upon
the earliest to occur of (i) a registration statement with respect to the sale
of such securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such registration
statement, (ii) the securities shall have been sold to the public pursuant to
Rule 144 (or any successor provision) under the Securities Act, or (iii) such
securities may be sold by the holder without restriction or registration under
Rule 144(k) under the Securities Act (or any successor provision).
(b) Each certificate evidencing the Shares issued
upon any Transfer (and each certificate evidencing any untransferred balance of
any Shares) shall bear the legend set forth in Section 5.2; provided that such
legend shall be removed and the Company shall issue a certificate without such
legend to the holder thereof at such time as (i) this Agreement is no longer in
effect or (ii) the Shares are issued to a Person who is not required to become a
party to this Agreement.
6. Additional Remedies. In case any one or more of the
covenants and/or agreements set forth in this Agreement shall have been breached
by any party hereto, the party or parties entitled to the benefit of such
covenants or agreements may proceed to protect and enforce their rights either
by proceeding in equity and/or by action at law, including, but not limited to,
an action for damages as a result of any such breach; and/or an action for
specific performance of any such covenant or agreement contained in this
Agreement, and/or a temporary or permanent injunction, in any case without
showing any actual damage and without establishing, in the case of an equitable
proceeding, that the remedy at law is inadequate and without the need to post
any bond or other undertaking as a condition to obtaining preliminary injunctive
relief. The rights, powers and remedies of the parties under this Agreement are
cumulative and not exclusive of any other right, power or remedy which such
parties may have under any other agreement or law. No single or partial
assertion or exercise of any right, power or remedy of a party hereunder shall
preclude any other or further assertion or exercise thereof. Any purported
Transfer in violation of the provisions of this Agreement shall be void ab
initio.
7. Successors and Assigns. Except as otherwise expressly
provided herein, this Agreement shall bind and inure to the benefit of the
Company, each of the Stockholders and the respective successors or heirs and
personal representatives and permitted assigns of the Company and each of the
Stockholders. It is understood and agreed among the parties hereto that this
Agreement and the representations, warranties, and covenants made herein are
made expressly and solely for the benefit of the other party or parties hereto
(or their respective successors or permitted assigns), and that no other Person
shall be entitled or be deemed to be a third-party beneficiary of any party's
rights under this Agreement.
8. Entire Agreement. This Agreement and the Subscription
Agreement contain the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous arrangements
or understandings with respect thereto.
9. Notices. All notices, consents and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by
9
hand, (b) sent by telecopier (with telephonic confirmation of receipt), provided
that a copy is mailed by certified mail, return receipt requested, or (c) when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested), in each case to the appropriate
addresses, and telecopier numbers set forth below (or to such other addresses,
and telecopier numbers as a party may designate as to itself by notice to the
other parties complying as to delivery with this Section 9):
If to the Company:
GP Strategies Corp.
0 X. 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telecopier No.: 000-000-0000
with a copy to:
Duane, Morris & Heckscher LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telecopier No.: (000) 000-0000
If to AW:
Xxxxxxxx Xxxxxxxx & Co., L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: E. Xxxx Xxxxxxxxxx
Telecopier No.: (000) 000-0000
10
with a copy to:
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
The Chrysler Building
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telecopier No.: (000) 000-0000
If to a Stockholder, at its address as shown in the stock
register of the Company.
10. Amendment. The terms and provisions of this Agreement may
not be modified or amended, or any of the provisions hereof waived, temporarily
or permanently, except pursuant to the written consent of (i) Permissible
Xxxxxxx Transferees owning a majority of the Shares held by them and (ii)
Permissible AW Transferees owning a majority of the Shares held by them.
11. Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
12. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement.
13. Nouns and Pronouns. Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice-versa.
14. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability. Such
prohibition or unenforceability in any one jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
15. Governing Law. This Agreement shall be governed by the
internal laws of the State of New York, without regard to the conflicts of law
principles thereof.
16. Jurisdiction. The Company and each Stockholder (a) hereby
irrevocably and unconditionally submits to the exclusive jurisdiction of any
court of the State of New York or any federal court sitting in the State of New
York for purposes of any suit, action or other proceeding arising out of this
Agreement or the subject matter hereof brought by the Company or any Stockholder
and (b) hereby waives and agrees not to assert, by way of motion, as a defense,
or otherwise, in any such suit, action or proceeding, any claim it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or
11
execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced in or by such court.
The Company and each Stockholder hereby consents to service of process by
certified mail at the address set forth in or designated pursuant to Section 9
hereof and agrees that its submission to jurisdiction and its consent to service
of process by mail is made for the express benefit of the other parties hereto.
17. Indemnification. Each Stockholder hereby agrees to
indemnify and hold the Company and each other Stockholder harmless from and
against any liability, claim, damage, loss, penalty, cost or expense (including,
without limitation, reasonable attorneys fees and costs of appeal) arising out
of any breach of any representations or covenants made by such Stockholder in
this Agreement.
18. Termination. The rights and obligations of the parties to
this Agreement shall terminate upon the earliest of the following: (i) the
dissolution, liquidation or winding up of the Company; (ii) the date none of the
AW Permissible Transferees own any Shares; and (iii) a Change in Control
Transaction. At the request of the Company, at any time, AW and the AW
Permissible Transferees shall convert their Shares into Common Stock of the
Company. This Agreement shall be terminated as to any Shares which shall be
exchanged for Common Stock of the Company.
19. Further Assurances. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this
Stockholders' Agreement as of the date first above written.
GP STRATEGIES CORP.
By:______________________________
Name:
Title:
XXXXXXXX XXXXXXXX & CO., L.P.
By:_______________________________
Name:
Title: General Partner
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SCHEDULE I
OTHER STOCKHOLDERS
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