Unassociated Document


    
      Exhibit
        10.1

       
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:

    

      
        	
                 

              	
                
                  Number
                    of Options

                

              
	
                
                  Vesting
                    Date

                

              	
                Vesting
                  on Vest Date

              
	 	 


      

       

    

    [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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (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:

     

    
      	 	
              (i)

            	
              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

            


    

     

    
      	 	
              (ii)

            	
              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

            


    

     

    
      	(iv)  	
              any
                other method approved by the
                Committee.

            


    

     

    (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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    *
      *
      *

    


    This
      Agreement is executed on behalf of GP STRATEGIES CORPORATION:

     

    

    


    Scott
      N.
      Greenberg, 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.